-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HnvQgJr0Tgu+r7ySzoNR5KcuRClJ0C4VKlhWfKcyDePNPdju8PxVoavqfOqe3XGn s+43wt0W7jSEI6p/WL80KQ== 0000912057-94-001222.txt : 19940404 0000912057-94-001222.hdr.sgml : 19940404 ACCESSION NUMBER: 0000912057-94-001222 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLETHORPE POWER CORP CENTRAL INDEX KEY: 0000788816 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 581211925 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 033-07591 FILM NUMBER: 94519743 BUSINESS ADDRESS: STREET 1: 2100 EAST EXCHANGE PL STREET 2: P O BOX 1349 CITY: TUCKER STATE: GA ZIP: 30085-1349 BUSINESS PHONE: 4042707600 10-K 1 FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K (MARK ONE) / / X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File No. 33-7591 ------------------------ OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION) (Exact name of registrant as specified in its charter) GEORGIA 58-1211925 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) POST OFFICE BOX 1349 2100 EAST EXCHANGE PLACE 30085-1349 TUCKER, GEORGIA (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (404) 270-7600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject of such filing requirements for the past 90 days. YES__X__ NO______ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] State the aggregate market value of the voting stock held by nonaffiliates of the registrant. None Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The Registrant is a membership corporation and has no authorized or outstanding equity securities. Documents Incorporated by Reference: None - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- OGLETHORPE POWER CORPORATION 1993 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS
Item Page - ---- ---- PART I 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Oglethorpe Power Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 The Members of Oglethorpe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 The Power Supply System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Co-owners of the Plants and the Plant and Transmission Agreements. . . . . . . . . . . . 19 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 3 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 4 Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . 24 PART II 5 Market for Registrant's Common Equity and Related Stockholder Matters. . . . . . . . . . . 25 6 Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 7 Management's Discussion and Analysis of Financial Condition and Results of Operations. . . 26 8 Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . 32 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . 49 PART III 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . 49 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . 63 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . 63 PART IV 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . 64
i SELECTED DEFINITIONS When used herein the following terms will have the meanings indicated below:
Term Meaning - ---- ------- ADSCR Annual Debt Service Coverage Ratio AFUDC Allowance for Debt and Equity Funds Used During Construction BPSA Block Power Sale Agreement CFC National Rural Utilities Cooperative Finance Corporation CoBank National Bank for Cooperatives Commission Securities and Exchange Commission CSA Coordination Services Agreement Dalton City of Dalton, Georgia DOE United States Department of Energy DSC Debt Service Coverage Ratio EPA United States Environmental Protection Agency EPI Entergy Power, Inc. FASB Financial Accounting Standards Board FERC Federal Energy Regulatory Commission FFB Federal Financing Bank G&T Generation and Transmission Cooperative GEMC Georgia Electric Membership Corporation GPC Georgia Power Company GPSC Georgia Public Service Commission ITS Integrated Transmission System ITSA Revised and Restated Integrated Transmission System Agreement kWh Kilowatt-hours Members The 39 retail distribution cooperatives that are members of Oglethorpe MEAG Municipal Electric Authority of Georgia MW Megawatts MWh Megawatt-hours NRC Nuclear Regulatory Commission Oglethorpe Oglethorpe Power Corporation PURPA Public Utility Regulatory Policies Act REA Rural Electrification Administration SEPA Southeastern Power Administration SONOPCO Southern Nuclear Operating Company TIER Times Interest Earned Ratio TVA Tennessee Valley Authority
ii PART I Item 1. BUSINESS OGLETHORPE POWER CORPORATION GENERAL Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) ("Oglethorpe") is an electric generation and transmission cooperative ("G&T") incorporated in 1974 in the State of Georgia. It is headquartered in metropolitan Atlanta. Oglethorpe is entirely owned by its 39 retail electric distribution cooperative members (the "Members"), who, in turn, are entirely owned by their retail consumers. Oglethorpe is the largest G&T in the United States in terms of operating revenues, assets, kilowatt-hour ("kWh") sales and, through the Members, consumers served. It is one of the ten largest electric utilities in the United States in terms of land area served. As of February 28, 1994, Oglethorpe had 505 full-time and 43 part-time employees. As with cooperatives generally, Oglethorpe operates on a not-for-profit basis. Oglethorpe's principal business is providing wholesale electric service to the Members. The Members are local consumer-owned distribution cooperatives providing retail electric service on a not-for-profit basis. In general, the membership of the distribution cooperative Members consists of residential, commercial and industrial consumers within specific geographic areas. As of December 31, 1993, the Members served approximately 1 million electric consumers (meters) representing a total population of approximately 2.3 million people. Each Member purchases capacity and energy from Oglethorpe pursuant to a long-term, "all-requirements" wholesale power contract between Oglethorpe and the Member (each a "Wholesale Power Contract" and collectively the "Wholesale Power Contracts"). Oglethorpe supplies the capacity and energy requirements of the Members from a combination of owned and leased generating plants and from power purchased under long-term contracts with other power suppliers, principally Georgia Power Company ("GPC"), a wholly owned subsidiary of The Southern Company. MEMBER CONTRACTS Each Wholesale Power Contract will remain in effect through the year 2025 and thereafter until terminated by three years' written notice by Oglethorpe or the respective Member. Each Wholesale Power Contract provides that, except for power purchased from the Southeastern Power Administration ("SEPA"), Oglethorpe shall sell and deliver to the Member, and the Member shall purchase and receive from Oglethorpe, all electric capacity and energy that the Member requires for the operation of its system to the extent that Oglethorpe has capacity and energy and facilities available. In 1993, the aggregate SEPA allocation to the Members was 542 megawatts ("MW") plus associated energy, representing approximately 13% of total Member peak demand and approximately 6% of total Member energy requirements. Because the amount of capacity and energy available from SEPA is not expected to increase in an amount sufficient to serve a material portion of the projected growth in the Members' requirements, such growth is expected to be served primarily through Oglethorpe's resources. (See "Member Demand and Energy Requirements--DISPERSED GENERATION" and "THE MEMBERS OF OGLETHORPE--Contracts with SEPA" herein.) Each Wholesale Power Contract provides that, without the approval of both Oglethorpe and the Rural Electrification Administration ("REA"), no Member may reorganize, consolidate or merge, or sell, lease or transfer all or a substantial part of its assets (or make any agreement therefor), so long as Oglethorpe has notes outstanding to REA and the FFB, without first paying such portion of any such outstanding notes as may be determined by Oglethorpe with the prior written consent of REA and otherwise complying with such reasonable terms as Oglethorpe and REA may require. 1 MEMBER DEMAND AND ENERGY REQUIREMENTS The following table shows the aggregate peak demand and energy requirements of the Members for the years 1991 through 1993 and also shows the amounts of such requirements supplied by Oglethorpe and SEPA. For the years 1991 through 1993, demand and energy requirements increased at an average annual compound growth rate of 8.1% and 7.3%, respectively.
DEMAND (MW) ENERGY REQUIREMENTS (MWh) -------------------------------------- ----------------------------------------- TOTAL TOTAL REQUIRE- SUPPLIED BY SUPPLIED BY REQUIRE- SUPPLIED BY SUPPLIED BY MENTS(1) OGLETHORPE(2) SEPA(3) MENTS OGLETHORPE(2) SEPA(3) -------- ------------- ----------- -------- ------------- ----------- 1991 . . . . . . . . . 3,664 3,122 542 15,029,976 14,022,213 1,007,763 1992 . . . . . . . . . 3,865 3,323 542 15,562,495 14,466,943 1,095,552 1993 . . . . . . . . . 4,283 3,736 542 17,313,313 16,253,283 1,060,030 - ------------------------- (1) System peak demand of the Members measured at the Members' delivery points (net of system losses). (2) Includes purchased power. (See "THE POWER SUPPLY SYSTEM--Power Sales to and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" and "--Other Power Purchases".) (3) Supplied by SEPA through existing contracts with the Members. (See "THE MEMBERS OF OGLETHORPE--Contracts with SEPA".)
Prior to 1993, no Member accounted for 10% or more of Oglethorpe's total revenues. In 1993, however, Cobb EMC accounted for approximately 10% of Oglethorpe's total revenues. SEASONAL VARIATIONS Although the demand for energy by the Members is influenced by seasonal weather conditions, Oglethorpe's rate structure is designed to cause capacity revenues, which include margins, to remain relatively level throughout the year. Energy revenues, which do not include margins, track energy costs as they are incurred. Although energy charges, which are based on variable costs, fluctuate from month to month, capacity charges, which are based on annual peak demands, do not fluctuate based on a Member's usage during a given year. Historically, Oglethorpe's peak demand occurs during the months of June through September. CONSERVATION AND LOAD MANAGEMENT Oglethorpe and the Members have implemented various demand management programs. The program goal, developed in conjunction with Oglethorpe's integrated resource planning process, is to modify demand patterns so that current resources are used efficiently and the need for additional generating resources is delayed. The programs that have been implemented include an energy efficient home program (the "Good Cents Home" program), remote-controlled switching of air conditioners, water heaters and irrigation pumps, residential energy audits and public appeals to encourage consumers to use less energy during periods of peak demand. The demand management programs have reduced, and are expected to continue to reduce, the growth of peak demand and have resulted in an increase in off-peak sales. (See "THE POWER SUPPLY SYSTEM--Future Power Resources--OTHER FUTURE RESOURCES".) DISPERSED GENERATION Oglethorpe and the Members have been discussing the desire of a number of the Members to make greater use of dispersed generation units. If permitted by REA, such units would be used to maintain reliability of electric service during emergencies on a Member's distribution system, to serve specific customer needs and otherwise to be available to Oglethorpe to serve the demands of Members on its system. The installation and use of dispersed generation units by any Member would be governed by policies and procedures, consistent with the Wholesale Power Contract, designed to 2 ensure system reliability and prevent any material adverse effect on Oglethorpe's revenues or on any other Member's power costs. ELECTRIC RATES Each Member is required to pay Oglethorpe for capacity and energy furnished under its Wholesale Power Contract in accordance with rates established by Oglethorpe. Oglethorpe reviews its rates at such intervals as it deems appropriate but is required to do so at least once every year. Oglethorpe is required to revise its rates as necessary so that the revenues derived from such rates will be sufficient, but only sufficient, with its revenues from all other sources to pay operating and maintenance costs, the cost of purchased power, the cost of transmission services, and principal and interest on all indebtedness (including capital lease obligations) of Oglethorpe and to provide for the establishment and maintenance of reasonable reserves. Rates are also required to be established so as to enable Oglethorpe to comply with all requirements (including coverage ratios) under the Consolidated Mortgage and Security Agreement dated as of September 1, 1993 (the "REA Mortgage") among Oglethorpe, as mortgagor, and the United States of America acting through the Administrator of REA, the National Bank for Cooperatives ("CoBank"), Credit Suisse, acting by and through its New York Branch ("Credit Suisse"), and Trust Company Bank ("Trust Company"), as trustee under certain pollution control bond indentures identified in the REA Mortgage. (See "General--RATES AND FINANCIAL COVERAGE REQUIREMENTS" in Item 7.) Oglethorpe's current monthly rate for electric service for capacity and energy delivered to each Member includes energy charges that recover fuel and variable operation and maintenance costs, adjusted semiannually to assure full recovery of such costs, and capacity charges. The rate also includes a provision to reflect the amortization of the deferred margins accumulated from 1985 through 1993, which amounts will be fully amortized by the end of 1995. (See Note 1 of Notes to Financial Statements in Item 8.) Oglethorpe's rate policy provides for a number of separate rates for certain qualified consumer loads, which are designed to have a favorable impact on the Members' competitiveness for certain new industrial and commercial loads. (See "THE MEMBERS OF OGLETHORPE--Service Area and Competition".) Oglethorpe's rates, as established by its Board of Directors, are subject to review and approval by REA. Oglethorpe is required under the REA Mortgage to implement rates designed to maintain a Times Interest Earned Ratio ("TIER") of not less than 1.05, Debt Service Coverage Ratio ("DSC") of not less than 1.0 and an Annual Debt Service Coverage Ratio ("ADSCR") of not less than 1.25. Oglethorpe has always met or exceeded the TIER, DSC and ADSCR requirements of the REA Mortgage. (See "General--RATES AND FINANCIAL COVERAGE REQUIREMENTS" in Item 7.) The Wholesale Power Contracts provide that no rate revision shall be effective unless approved by REA, but such rate revisions are not subject to the approval of any other Federal or state agency or authority, including the Georgia Public Service Commission (the "GPSC"). To date, REA has not reduced or delayed the effectiveness of any rate increase proposed by Oglethorpe. For information regarding future rates, see "Results of Operations-- OPERATING REVENUES--SALES TO MEMBERS" in Item 7. CERTAIN FACTORS AFFECTING THE UTILITY INDUSTRY IN GENERAL The electric utility industry is becoming increasingly competitive as a result of deregulation, competing energy suppliers, technologies, and other factors. The Energy Policy Act of 1992 (the "Energy Policy Act") amended the Federal Power Act and the Public Utility Holding Company Act to allow for increased competition among wholesale electricity suppliers and increased access to transmission services by such suppliers. A number of other significant factors have affected the operations of electric utilities. They include the availability and cost of fuel for the generation of electric energy, fluctuating rates of load growth, compliance with environmental and other governmental regulations, licensing and other delays affecting the construction, operation and cost of new and existing facilities, and the effects of conservation, energy management and other governmental regulations on the use of electric energy. All of these factors present an increasing challenge to companies in the electric utility industry, including Oglethorpe and the Members, to reduce costs and improve the management of resources. (See "THE POWER SUPPLY SYSTEM--General", "--Future Power Resources" and "--Environmental and Other Regulations".) 3 RELATIONSHIP WITH GPC Oglethorpe's relationship with GPC is a significant factor in several aspects of Oglethorpe's business. GPC is Oglethorpe's principal supplier of purchased power, and Oglethorpe is one of GPC's largest customers. In 1993, Oglethorpe derived 15% of its total revenues from sales to GPC, making GPC Oglethorpe's largest customer. Substantially all of Oglethorpe's generating facilities were purchased at various stages of construction from GPC and were constructed and are now operated by GPC. Oglethorpe is the construction and operating agent for the Rocky Mountain Project, a pumped storage hydroelectric facility ("Rocky Mountain"), in which it acquired an interest from GPC. Oglethorpe purchases coordination services from GPC to schedule its power resources and its off-system purchases and sales. Oglethorpe, through the Members, is one of GPC's principal competitors in the State of Georgia for electric service to new customers that have a choice of supplier under the Georgia Territorial Electric Service Act (the "Territorial Act"). Likewise, GPC is the principal competitor of the Members for such customers. Oglethorpe and GPC also own transmission facilities that are part of the Integrated Transmission System (the "ITS"). GPC provides system operator services and performs most of the required maintenance of Oglethorpe's transmission facilities. GPC and Oglethorpe are parties to an agreement that makes allowance for the joint planning of future generation and transmission facilities. For further information regarding the various relationships and agreements with GPC, see "THE MEMBERS OF OGLETHORPE--Service Area and Competition", "THE POWER SUPPLY SYSTEM--General", "--Fuel Supply", "--Power Sales to and Purchases from GPC", "--Future Power Resources--ROCKY MOUNTAIN", "-Transmission and Other Power System Arrangements", "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--Co-Owners of the Plants--GEORGIA POWER COMPANY", "--The Plant Agreements", "--Agreements Relating to the Integrated Transmission System", and "--The Joint Committee Agreement". RELATIONSHIP WITH REA Federal loan programs administered by REA have provided the principal source of financing for electric cooperatives. Direct loans from REA have been a major source of funding for the Members, while loans guaranteed by REA and made by the Federal Financing Bank ("FFB") have been a major source of funding for Oglethorpe. Through provisions of the REA Mortgage, REA exercises substantial control and supervision over Oglethorpe in such areas as accounting, issuing secured indebtedness, rates and charges for the sale of power, construction and acquisition of facilities, and the purchase and sale of power. In recent years, there have been legislative, administrative and budgetary initiatives intended to reduce or, in some cases, eliminate federal funding for electric cooperatives. In addition, the REA loan and guarantee programs have been characterized by the imposition of increasingly problematic terms and conditions and extended delays in access to necessary funding. The President's budget for fiscal year 1995 proposes to set the level of funding for the 100% guarantee program at $275 million, which if sustained at that level in future years would not likely provide adequate funding for the transmission and power supply needs of REA borrowers. Congress historically has increased Administration-proposed lending levels to those necessary to meet borrower demand. Notwithstanding historical practices, however, the future cost, availability and magnitude of REA-guaranteed loans cannot be predicted. See "THE MEMBERS OF OGLETHORPE-Members' Relationship with REA" for a discussion of the impact of the budget proposal on the direct loan program. REA continues to re-evaluate its regulatory and lending relationship with its borrowers through what it has described as a comprehensive rule-making project. The purpose of the project is to improve the credit-worthiness of loans made or guaranteed by REA. In addition to adopting new rules regulating policies and procedures for insured and guaranteed loans and lien accommodations, REA has published a proposed rule describing a new form of wholesale power contract and has, in an advance notice of proposed rule-making, requested suggestions for revisions to its standard form of mortgage. Many of these rule-makings have taken many months or years to complete and the outcome 4 of these various rule-making initiatives, whether others may be forthcoming, whether any of such rule-making initiatives may achieve the objectives stated by REA, or the extent to which such initiatives may affect Oglethorpe or the Members cannot be predicted. The Clinton Administration has proposed that the Department of Agriculture, which includes REA, be reorganized to improve its efficiency. Legislation has been introduced that would authorize the Secretary of Agriculture to implement this reorganization. Under the proposed reorganization, the electric and telephone programs of REA would be included in a new Rural Utilities Service. The rural development functions of REA would be included in a Rural Business and Cooperative Development Service. Both agencies would report to an Under Secretary for Rural Economic and Community Development. Oglethorpe's management does not believe that the reorganization, if implemented as proposed, will have a significant adverse effect on it or the Members. 5 THE MEMBERS OF OGLETHORPE SERVICE AREA AND COMPETITION The Members are identified in Item 10(a) of this Report and include 39 of the 42 electric distribution cooperatives in the State of Georgia. As of December 31, 1993, the Members served approximately 1 million electric consumers (meters) representing a total population of approximately 2.3 million people. The Members serve a region covering approximately 40,000 square miles, which is approximately 70% of the land area of Georgia served by the owners of the ITS, encompassing 150 of the State's 159 counties. Sales by the Members in 1993 amounted to approximately 16.2 million megawatt-hours ("MWh"), with 74% to residential consumers, 24% to commercial and industrial consumers and 2% to other consumers. No single consumer of any Member constituted more than 1% of the Members' aggregate sales in 1993. The Members are the principal suppliers for the power needs of rural Georgia. While the Members do not serve any major cities, portions of their service territories are in close proximity to urban areas and are experiencing growth due to the expansion of urban areas, including metropolitan Atlanta, into suburban areas and the growth of suburban areas into neighboring rural areas. The Members have experienced average annual compound growth rates from 1991 through 1993 of 4.5% in number of consumers, 6.9% in MWh sales and 8.9% in electric revenues. The Territorial Act regulates the service rights of all retail electric suppliers in the State of Georgia. Pursuant to the Territorial Act, the GPSC assigned substantially all areas in the State to specified retail suppliers. The Members have the exclusive right to provide retail electric service in their respective assigned territories, which are predominately outside of municipal limits. The GPSC may not reassign territory or transfer service except in limited circumstances provided by the Territorial Act. The GPSC may transfer service for specific premises only: (i) upon a determination by the GPSC, after joint application of electric suppliers and proper notice and hearing, that the public convenience and necessity require a transfer of service from one electric supplier to another; or (ii) upon a finding by GPSC, after proper notice and hearing, that an electric supplier's service to a premise is not adequate or dependable or that its rates, charges, service rules and regulations unreasonably discriminate in favor of or against the consumer utilizing such premises and the electric utility is unwilling or unable to comply with an order from GPSC regarding such service. The GPSC may reassign territory only if it determines that an assignee electric supplier has breached the tenets of public convenience and necessity. The territorial assignments under the Territorial Act are also subject to an exception that permits the owner of any new facility located outside of existing municipal limits and having a connected demand upon initial full operation of 900 kilowatts or greater to receive electric service from the retail supplier of its choice. The Members, with Oglethorpe's support, are actively engaged in competition with other retail electric suppliers for these new industrial and commercial loads. The number of commercial and industrial loads served by the Members has increased in recent years. COOPERATIVE STRUCTURE The Members operate their systems on a not-for-profit basis. Accumulated margins derived after payment of operating expenses and provision for depreciation constitute patronage capital of the consumers of the Members. Refunds of accumulated patronage capital to the individual consumers may be made from time to time subject to limitations contained in mortgages between the Members and REA. These mortgages generally prohibit such distributions unless, after any such distribution, the Member's total equity will equal at least 40% of its total assets, except that distributions may be made of up to 25% of the margins and patronage capital received by the Member in the preceding year. As a general matter, the Members distribute accumulated patronage capital from time to time subject to their respective financial policies and in conformity with their respective REA mortgages. Oglethorpe is a membership corporation, and the Members are not subsidiaries of Oglethorpe. Except with respect to the obligations of the Members under each Member's Wholesale Power Contract with Oglethorpe and Oglethorpe's rights under such contracts to receive payment for power and energy supplied, Oglethorpe has no legal interest in, or obligations in respect of, any of the assets, liabilities, equity, revenues or margins of the Members. (See "OGLETHORPE POWER CORPORATION--Member Contracts".) The revenues of the Members are not pledged as security 6 to Oglethorpe but are the source from which moneys are derived by the Members to pay for power supplied by Oglethorpe under the Wholesale Power Contracts. Revenues of the Members are, however, pledged under the respective REA mortgages of the Members. RATE REGULATION OF MEMBERS Through provisions in the loan documents securing loans to the Members, REA exercises control and supervision over the Members in such areas as: (i) accounting; (ii) borrowings; (iii) rates and charges for the sale of power; (iv) construction and acquisition of facilities; and (v) the purchase and sale of power. The individual REA mortgages of the Members require them to design rates with a view to maintaining an average TIER of not less than 1.50 and an average DSC of not less than 1.25 for the two highest out of every three successive years. Although the setting of the rates of the Members is not subject to approval of any Federal or state agency or authority other than REA, the Territorial Act prohibits the Members from unreasonable discrimination in the setting of rates, charges, service rules or regulations. CONTRACTS WITH SEPA In addition to energy received from Oglethorpe under the Wholesale Power Contracts, the Members purchase hydroelectric power under contracts with SEPA. In 1993, the aggregate SEPA allocation to the Members was 542 MW plus associated energy, representing approximately 13% of total Member peak demand and approximately 6% of total Member energy requirements. (See "OGLETHORPE POWER CORPORATION-Member Contracts" and "-Member Demand and Energy Requirements" and the table thereunder.) In September 1993, SEPA issued a Notice of Intent to revise its marketing policy for the Georgia-Alabama-South Carolina system of projects, from which the Members purchase SEPA power. This policy will govern the renewal of SEPA's contracts with the Members, which are subject to renewal on May 31, 1994. Although Oglethorpe does not anticipate that such revised policy will result in a significant change, the final marketing policy and its effect on the Members' allocations of capacity and energy cannot be predicted with certainty. MEMBERS' RELATIONSHIP WITH REA Federal loan programs providing direct loans from REA to electric cooperatives have been a major source of funding for the Members. On November 1, 1993, the President signed into law the Rural Electrification Loan Restructuring Act of 1993, which contains significant revisions to the REA loan program utilized by the Members. The Members previously relied on the 5% insured loan program, under which the REA Administrator could require that up to 30% of a borrower's capital needs be obtained from private sources. The 1993 Act provides for loans to be made at an interest rate equal to that being paid on municipal bonds with comparable maturities. Certain borrowers with either (i) low consumer density or (ii) higher than average rates and consumers having lower than average incomes will have borrowing rates capped at 7%. The 1993 Act continues to make 5% loans available for hardship cases. Loans will also be available to fund demand-side management and conservation programs. Although the 1993 Act will reduce the Government's cost associated with the REA loan program, there is no guarantee that further changes in the cost and availability of the REA lending program will not be made, since the level of funding will remain subject to the Congressional budget and appropriation processes. The President's budget proposal for the fiscal year 1995 includes a proposal to replace most of the "municipal bond rate" program with higher-cost loans made at the cost to the United States Department of the Treasury. The outcome of this budget proposal and the future cost, availability and amount of REA direct and guaranteed loans cannot be predicted. For further information regarding the REA program, see "OGLETHORPE POWER CORPORATION-Relationship with REA". 7 THIRD-PARTY INTEREST IN MEMBER SYSTEMS From time to time, utilities may be approached by other utilities or other parties interested in purchasing their systems. Some of Oglethorpe's Members have been approached in the past by third parties indicating an interest in purchasing their systems. The Wholesale Power Contract between Oglethorpe and each Member provides that no Member may reorganize, consolidate or merge, or sell, lease or transfer all or a substantial portion of its assets (or make any agreement therefor), so long as Oglethorpe has notes outstanding to REA and the FFB, without first paying such portion of any such outstanding notes as may be determined by Oglethorpe with the prior written consent of REA and otherwise complying with such reasonable terms and conditions as Oglethorpe and REA may require. The enforceability of the REA form of wholesale power contract has been consistently upheld by the courts in several jurisdictions. In addition, REA has recently stated its policy that it will not encourage or facilitate the buyout of borrowers by third parties and that it will expect cooperative distribution utilities to retire a proportionate share of the associated G&T indebtedness and to pay other appropriate costs and expenses of the G&T as a condition of a buyout. Oglethorpe's management is unable to predict what transactions, if any, might result from the past third-party interest or whether any other proposals will be made to the Members. Oglethorpe has received an opinion of its counsel that each of the Wholesale Power Contracts is a valid, binding and enforceable obligation of each respective Member. Based on this opinion and other factors, Oglethorpe's management believes that no sale or transfer of Member assets would have a material adverse effect upon its financial condition or results of operations. 8 THE POWER SUPPLY SYSTEM GENERAL Oglethorpe supplies the capacity and energy requirements of the Members from a combination of owned and leased generating plants and power purchased under long-term contracts with other power suppliers. These resources are scheduled and dispatched so as to minimize the operating cost of Oglethorpe's system. In addition, Oglethorpe purchases and sells capacity and energy in the bulk power market to make the best use of its resources and thus minimize the cost of capacity and energy delivered to the Members. The following table sets forth certain information with respect to the generating facilities in which Oglethorpe currently has ownership or leasehold interests, all of which are in commercial operation except for Rocky Mountain, which is under construction. The Edwin I. Hatch Plant ("Plant Hatch"), the Hal B. Wansley Plant ("Plant Wansley"), the Alvin W. Vogtle Plant ("Plant Vogtle") and the Robert W. Scherer Units No. 1 and No. 2 ("Scherer Units No. 1 and No. 2") are co-owned by Oglethorpe, GPC, the Municipal Electric Authority of Georgia ("MEAG") and the City of Dalton ("Dalton"). GPC is the operating agent for each of these plants, except Rocky Mountain. Rocky Mountain is co-owned by Oglethorpe and GPC, and Oglethorpe is the construction and operating agent. Oglethorpe is the sole owner of the Tallassee Project at the Walter W. Harrison Dam ("Tallassee"). (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant Agreements".)
OGLETHORPE'S SHARE OF NAME- COMMERCIAL LICENSE PERCENTAGE PLATE CAPACITY OPERATION EXPIRATION TYPE OF FUEL INTEREST(1) (MW) DATE DATE ------------ ----------- -------------- ---------- ---------- FACILITIES IN SERVICE: Plant Hatch (near Baxley) Unit No. 1 Nuclear 30 243.0 1975 2014 Unit No. 2 Nuclear 30 246.0 1979 2018 Plant Vogtle (near Waynesboro) Unit No. 1 Nuclear 30 348.0 1987 2027 Unit No. 2 Nuclear 30 348.0 1989 2029 Plant Wansley (near Carrollton) Unit No. 1 Coal 30 259.5 1976 N/A(3) Unit No. 2 Coal 30 259.5 1978 N/A(3) Combustion Turbine Oil 30 14.8 1980 N/A(3) Plant Scherer (near Forsyth) Unit No. 1 Coal 60 490.8 1982 N/A(3) Unit No. 2 Coal 60 490.8 1984 N/A(3) Tallassee (near Athens) Hydro 100 2.1 1986 2023 ------- Total in Service 2,702.5 ------- FACILITIES UNDER CONSTRUCTION: Rocky Mountain Pumped Storage (near Rome) Hydro 75(2) 635.9 1995 2027 ------- Total Ownership 3,338.4 ------- - ------------------------- (1) Oglethorpe has an ownership interest in all of the facilities except Scherer Unit No. 2. The 60% interest in Scherer Unit No. 2 is leased under leases that expire in 2013, subject to options to renew for a total of 8.5 years. (2) Represents Oglethorpe's estimated ownership interest upon completion. Oglethorpe's ultimate ownership interest is proportional to its investment in the project relative to GPC's investment. (See "Future Power Resources--ROCKY MOUNTAIN" herein.) (3) Coal-fired units and combustion turbines do not operate under operating licenses similar to those granted to nuclear units by the Nuclear Regulatory Commission and to hydroelectric plants by the Federal Energy Regulatory Commission.
9 Upon completion of Rocky Mountain, Oglethorpe will own or lease 1,500.6 MW of coal-fired capacity, 1,185 MW of nuclear-fueled capacity, an estimated 635.9 MW of pumped storage hydroelectric capacity, 14.8 MW of oil-fired combustion turbine capacity and 2.1 MW of hydroelectric capacity. Oglethorpe and the other co-owners of the above plants also own transmission facilities which together form the ITS. Through agreements, common access to the combined facilities that compose the ITS enables the owners to use their combined resources to make deliveries to their respective consumers, to provide transmission service to third parties and to make off-system purchases and sales. (See "Transmission and Other Power System Arrangements" herein and "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--Agreements Relating to Integrated Transmission System".) PLANT PERFORMANCE The following table sets forth certain operating performance information of each of the major generating facilities in which Oglethorpe currently has ownership or leasehold interests, except for Rocky Mountain which is not yet in commercial operation:
EQUIVALENT AVAILABILITY(1) CAPACITY FACTOR(2) -------------------------- -------------------- UNIT 1993 1992 1991 1993 1992 1991 - ---- ---- ---- ---- ---- ---- ---- Plant Hatch Unit No. 1 . . . . . . . 76% 95% 73% 77% 95% 72% Unit No. 2 . . . . . . . 75 70 74 75 70 74 Plant Vogtle Unit No. 1 . . . . . . . 85 96 78 86 96 78 Unit No. 2 . . . . . . . 87 80 92 87 80 92 Plant Wansley Unit No. 1 . . . . . . . 88 92 84 71 76 64 Unit No. 2 . . . . . . . 90 92 94 73 77 73 Plant Scherer Unit No. 1 . . . . . . . 88 95 98 36 17 25 Unit No. 2 . . . . . . . 95 100 100 37 29 16 - ------------------------- (1) Equivalent Availability is a measure of the percentage of time that a unit was available to generate if called upon, adjusted for periods when the unit is partially derated from the "maximum dependable capacity" rating. (2) Capacity Factor is a measure of the output of a unit as a percentage of the maximum output, based on the "maximum dependable capacity" rating, over the period of measure.
The nuclear refueling cycle for Plants Hatch and Vogtle exceeds twelve months. Therefore, in some calendar years the units at these plants are not taken out of service for refueling, resulting in higher levels of equivalent availability and capacity factor. Although Plant Scherer is designed for base load operation, it has primarily operated in peaking service due to the historically higher cost of its fuel supply (low-sulfur coal under long-term contracts) relative to the cost of Oglethorpe's other resources. Thus, the capacity factors for Scherer Units No. 1 and No. 2 have been lower than those typical of base loaded units. With the planned acquisition of lower cost low-sulfur coal and expected increases in Member sales, Oglethorpe's management anticipates higher utilization of Scherer Units No. 1 and No. 2 in the future. 10 FUEL SUPPLY Coal for Plant Wansley is purchased under long-term contracts, which are estimated to be sufficient to provide the majority of the coal requirements of Plant Wansley through 1997, with the remainder being provided through spot market transactions. To comply with the requirements of the Clean Air Act, as amended (the "Clean Air Act"), Plant Wansley is being modified to burn low-sulfur coal. As of February 28, 1994, there was a 20-day coal supply at Plant Wansley based on nameplate rating. Low-sulfur "compliance" coal for Scherer Units No. 1 and No. 2 is purchased under long-term contracts and spot market transactions. As of February 28, 1994, the coal stockpile at Plant Scherer contained a 29-day supply based on nameplate rating. Further, Plant Scherer is being converted to burn both sub-bituminous and bituminous coals, and a separate stockpile of sub-bituminous coal is being built in addition to the stockpile of bituminous coal. The coal supply at Plants Scherer and Wansley is lower than normal due to (i) higher than expected use of Plant Scherer during the summer of 1993 and the winter of 1994 because of abnormal temperatures, (ii) transportation interruptions resulting from severe weather conditions, and (iii) deferred deliveries because of higher replacement prices due to the United Mine Workers of America strike. The supply is planned to be replenished as needed and as competitively priced coal becomes available. The Scherer ownership and operating agreements were amended effective October 1993 to allow each co-owner (i) to dispatch separately its respective ownership interest in conjunction with contracting separately for long-term coal purchases procured by GPC and (ii) to procure separately long-term coal purchases. Oglethorpe elected to dispatch separately in November 1993. Pursuant to the amendments, GPC is expected to implement separate dispatch by May 1, 1994. Oglethorpe intends to continue to use GPC as its agent for fuel procurement. In anticipation of these changes, Oglethorpe formed a wholly owned subsidiary to acquire rail cars designed for hauling coal from the western coal mining regions. The subsidiary, Black Diamond Energy, Inc., has acquired 115 cars, and Oglethorpe anticipates the acquisition of approximately 350 additional cars during the next three years for both Plants Scherer and Wansley. Oglethorpe has entered into an initial 15-year lease with the subsidiary which obligates Oglethorpe to pay all of the ownership and operating expenses of the subsidiary relating to the leased rail cars during the lease term. The co-owners are currently negotiating a similar amendment to the Plant Wansley operating agreement. For information relating to the impact that the Clean Air Act will have on Oglethorpe, see "Environmental and Other Regulations" herein. GPC, as operating agent, has the responsibility to procure nuclear fuel for Plant Hatch and Plant Vogtle. GPC has contracted with Southern Nuclear Operating Company ("SONOPCO") to provide nuclear services, including nuclear fuel procurement. SONOPCO employs both spot purchases and long-term contracts to satisfy nuclear fuel requirements. The nuclear fuel supply and related services are expected to be adequate to satisfy current and future nuclear generation requirements. Plants Hatch and Vogtle currently have on-site spent fuel storage capacity. Based on normal operations and retention of all spent fuel in the reactor, it is anticipated that existing on-site pool capacity would not be sufficient in 2003 and 2009, respectively, to accept the number of spent fuel assemblies that would normally be removed from the reactor during a refueling. Contracts with the Department of Energy ("DOE") have been executed to provide for the permanent disposal of spent nuclear fuel produced at Plant Hatch and Plant Vogtle. The services to be provided by DOE are scheduled to begin in 1998. However, the actual year that these services will begin is uncertain. If DOE does not begin receiving the spent fuel from Plant Hatch in 2003 or from Plant Vogtle in 2009, alternative methods of spent fuel storage will be needed. One option available is expansion of spent fuel storage at the plant sites. (See "Environmental and Other Regulations" herein for a discussion of the Nuclear Waste Policy Act and Note 1 of Notes to Financial Statements in Item 8 regarding nuclear fuel cost.) 11 PROPOSED CHANGES TO NUCLEAR PLANT OPERATING ARRANGEMENTS In September 1992, GPC filed applications with the Nuclear Regulatory Commission (the "NRC") to add SONOPCO to the operating license of each unit of Plants Hatch and Vogtle and designate SONOPCO as the operator. The application is currently pending before the Atomic Safety and Licensing Board. SONOPCO, a subsidiary of The Southern Company specializing in nuclear services, currently provides certain operating, maintenance, and other services to GPC in accordance with the Amended and Restated Nuclear Managing Board Agreement (the "Amended and Restated NMBA") and the agreements referenced in the Amended and Restated NMBA. The co-owners have agreed to a Nuclear Operating Agreement between GPC and SONOPCO, which will be entered into in the event the NRC approves the application. (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND SCHERER".) POWER SALES TO AND PURCHASES FROM GPC A significant portion of Oglethorpe's sales are made to GPC and a significant portion of Oglethorpe's purchased power is obtained from GPC. The following table sets forth a summary of Oglethorpe's electric purchases from and sales to GPC and all other utilities as a group:
MWh ------------------------------ 1993 1992 ---------- ---------- Sources of Energy: - ----------------- Owned or Leased Generation . . . . . . . . 14,575,920 13,805,683 Purchased -- GPC . . . . . . . . . . . . . 5,198,356 4,669,282 -- Others. . . . . . . . . . . . 2,422,459 1,563,980 ---------- ---------- Total Sources. . . . . . . . . . . 22,196,735 20,038,945 ---------- ---------- ---------- ---------- Distribution of Energy: - ---------------------- Members. . . . . . . . . . . . . . . . . . 16,253,283 14,466,943 Non-Members -- GPC . . . . . . . . . . . . 3,432,542 4,621,675 -- Others. . . . . . . . . . . 1,617,684 272,314 Transmission Losses. . . . . . . . . . . . 893,226 678,013 ---------- ---------- Total Distribution . . . . . . . . 22,196,735 20,038,945 ---------- ---------- ---------- ----------
The sales to GPC are made under the GPC Sell-back (as herein defined) and the Coordination Services Agreement (the "CSA"). The purchases from GPC are made under the Block Power Sale Agreement (the "BPSA") and the CSA. GPC SELL-BACK Pursuant to the contractual arrangements with GPC, Oglethorpe has an obligation to sell to GPC, and GPC has an obligation to buy from Oglethorpe, commencing with the commercial operation of each co-owned unit (other than Rocky Mountain) and extending for various periods, a declining percentage of Oglethorpe's entitlement to the capacity and energy of such unit (the "GPC Sell-back"). The GPC Sell-back has expired in accordance with its terms for Plants Wansley, Hatch and Scherer Units No. 1 and No. 2 and continues to decline for Plant Vogtle. The GPC Sell-back will expire for Unit No. 1 of Plant Vogtle at the end of May 1994 and for Unit No. 2 of Plant Vogtle at the end of May 1995. For 1993, the GPC Sell-back represented 6% of total energy sales by Oglethorpe. Capacity and energy revenues from the GPC Sell-back represented 10% of Oglethorpe's total revenues in 1993. As GPC's entitlement to capacity and energy under the GPC Sell-back has decreased and continues to decrease, Oglethorpe's increased entitlement to the output of each unit has been and will continue to be used to serve its 12 own requirements. The increased costs thereof will be recovered through Member rates and through off-system sales transactions. The historical ability of Oglethorpe to sell power from new units to GPC under the GPC Sell-back while at the same time purchasing power from GPC under lower-cost arrangements has enabled Oglethorpe to moderate the effects of the higher costs associated with new generating units on Oglethorpe's costs of service, and therefore on the rates charged the Members. (See "Other Power Purchases" herein, and "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant Agreements-- HATCH, WANSLEY, VOGTLE AND SCHERER" and Note 1 of Notes to Financial Statements in Item 8.) The following table sets forth the contractual schedule for the fractional portion of capacity and energy retained by GPC for the units for which GPC is currently making GPC Sell-back payments:
CONTRACT YEAR ENDED MAY 31, --------------------------- OPERATING UNIT 1994 1995 1996 -------------- ---- ---- ---- Vogtle Unit No. 1. . . . . . . . 4/30 -- -- Vogtle Unit No. 2. . . . . . . . 8/30 4/30 --
POWER PURCHASE ARRANGEMENTS Oglethorpe purchases 1,250 MW of capacity and associated energy from GPC on a take-or-pay basis under the BPSA. The contract expires December 31, 2001. The BPSA, along with the Revised and Restated Integrated Transmission System Agreements (the "ITSA") and the CSA, were entered into in 1990 and made effective in 1991 as part of a comprehensive restructuring of the way Oglethorpe plans for and meets the Members' power requirements. These agreements have improved Oglethorpe's ability to buy and sell power and transmission services in the bulk power markets. The capacity purchases under the BPSA are from six Component Blocks (as defined in the BPSA), composed of four Component Blocks of 250 MW each (coal-fired units) and two Component Blocks of 125 MW each (combustion turbine units). Although Oglethorpe may not increase its purchases under the BPSA, it may reduce its purchases by eliminating one or more Component Blocks upon written notice to GPC. Oglethorpe may reduce up to 250 MW with two years' notice, above 250 to 500 MW with four years' notice, and more than 500 MW with seven years' notice. Oglethorpe is entitled to extend the purchase of one or more Component Blocks one additional year at a time under the same notice conditions. The capacity in one or more Component Blocks may, however, be less than 250 MW, as the result of scheduled retirement of units or retirements due to force majeure events. All units in the combustion turbine Component Blocks are scheduled to be retired by 2003. Under the CSA, Oglethorpe schedules and directs GPC to dispatch and coordinate power from all of Oglethorpe's generation and purchased power resources through December 31, 1999. The CSA requires Oglethorpe to give GPC one hour's notice in order to schedule any off-system transactions, which will limit Oglethorpe's ability to compete with GPC for short-term energy transactions requiring less than one hour's notice. Oglethorpe may elect to establish its own control area and terminate regulation services under the CSA upon one year's notice to GPC. Upon such termination, the parties will, if necessary, negotiate new service schedules and applicable rates. In order to optimize its use of coordination services, Oglethorpe is currently installing the equipment that would be necessary to operate its own control area. For a further discussion of the new power supply arrangements, see "Other Power Purchases", "Future Power Resources", and "Transmission and Other Power System Arrangements" herein, and "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND SCHERER". 13 OTHER POWER PURCHASES Oglethorpe has entered into power purchase contracts with Entergy Power, Inc. ("EPI") and Big Rivers Electric Corporation ("Big Rivers"), each for the purchase of 100 MW, extending through June and July 2002, respectively. The EPI contract is subject to the approval of REA. The availability of capacity under the EPI contract is dependent on the availability of two specific generating units available to EPI. The Tennessee Valley Authority ("TVA") provides the transmission service to deliver the power from the Big Rivers electric system to the ITS. TVA and Southern Company Services, as agent for Alabama Power Company and Mississippi Power Company, provide the transmission service necessary to deliver the power from EPI to the ITS. (See "Transmission and Other Power System Arrangements" herein and Note 10 of the Financial Statements in Item 8.) In addition to the purchases from GPC, Big Rivers and EPI, Oglethorpe also purchases small amounts of capacity and energy from "qualifying facilities" under the Public Utility Regulatory Policies Act of 1978 ("PURPA"). Under a waiver order from the Federal Energy Regulatory Commission ("FERC"), Oglethorpe will make all purchases the Members would have otherwise been required to make under PURPA and Oglethorpe was relieved of its obligation to sell certain services to "qualifying facilities" so long as the Members make those sales. Oglethorpe provides the Members with the necessary services to fulfill these sale obligations. Purchases by Oglethorpe from such qualifying facilities provided 0.4% of Oglethorpe's energy requirements for the Members in 1993. FUTURE POWER RESOURCES Oglethorpe uses an integrated resources planning process to study regularly the need for and feasibility of adding additional generation facilities. This planning process also considers demand-side management options that could be implemented by the Members as well as off-system sales of capacity and energy to optimize the use of Oglethorpe's resources. Oglethorpe's current resources (both owned or leased generation and purchased power) consist predominately of resources that can be best used in base-load operation. As a result, all of Oglethorpe's currently planned resource additions are for peaking capacity. To further optimize the use of its resources, Oglethorpe is seeking to sell certain amounts of base capacity and associated energy and to replace it with the acquisition of peaking capacity when necessary (see "Future Long-Term Power Sales" herein). ROCKY MOUNTAIN Rocky Mountain, which is currently under construction by Oglethorpe, is a pumped storage hydroelectric facility with no conventional hydroelectric capability. The facility is designed to consist of three units with a combined nameplate rating of 847.8 MW at maximum head and a FERC-licensed capacity of 760 MW at minimum head. Under optimal operations, the maximum output of the plant will decline steadily over a period of approximately eight hours as the upper reservoir is emptied. In 1988, Oglethorpe acquired from GPC an undivided ownership interest in Rocky Mountain. Under the Rocky Mountain ownership arrangement, Oglethorpe, as agent, is responsible for the design, construction and operation of Rocky Mountain. The license issued by FERC for Rocky Mountain expires in 2027. Among other conditions, the license requires that construction be completed by June 1, 1996. As of February 28, 1994, Rocky Mountain was approximately 92% complete. Rocky Mountain is currently scheduled to begin commercial operation in early 1995. Construction at Rocky Mountain is currently on schedule and under budget. Under the Ownership Participation Agreement (as hereinafter defined), GPC has not been required to expend any funds for construction of Rocky Mountain since December 15, 1988, and is not required to make any additional contributions. Oglethorpe is required to finance and complete Rocky Mountain. (See "Liquidity and Capital Resources" in Item 7.) Each party's undivided interest in Rocky Mountain is equal to the proportion that its respective investment bears to the total investment in Rocky Mountain (excluding each party's cost of funds and ad valorem taxes). (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant 14 Agreements--ROCKY MOUNTAIN".) As of December 31, 1993, Oglethorpe's ownership interest in Rocky Mountain was approximately 70%. Based on current arrangements, Oglethorpe's ultimate ownership interest in Rocky Mountain is estimated to be approximately 75%, with GPC owning the remaining 25%. Oglethorpe, GPC and certain third parties have had preliminary discussions regarding alternatives by which Oglethorpe may acquire the output of GPC's remaining interest in Rocky Mountain. Options being discussed include a long-term lease or power purchase arrangement with a third party which would purchase GPC's interest or a purchase of such interest directly by Oglethorpe. The nameplate rating of GPC's ultimate ownership interest is estimated to be approximately 212 MW, and if any such transaction is consummated, such output would satisfy a portion of Oglethorpe's long-term capacity needs. The outcome of these discussions cannot be determined at this time. HARTWELL PURCHASE In 1992, Oglethorpe entered into a contract for the purchase of approximately 300 MW of capacity with Hartwell Energy Limited Partnership ("Hartwell"), a partnership owned 50% by Destec Energy, Inc. and 50% by American National Power, Inc., a subsidiary of National Power, PLC. The contract has a term of 25 years, commencing upon commercial operation, which by contract is scheduled to be no later than June 1994. Under the contract, Hartwell is constructing two 150 MW gas-fired turbine generating units on a site near Hartwell, Georgia. Oglethorpe intends to use the units for peaking capacity but has the right to dispatch the units fully. If Hartwell misses any of a specified list of project milestones, Oglethorpe may terminate the contract and, if it so chooses, purchase the project at fair market value. Hartwell has provided an irrevocable letter of credit payable to Oglethorpe in the amount of $10,360,000, which can be drawn upon if the project is not in service by the scheduled date or as liquidated damages in case of a default by Hartwell. Hartwell has advised Oglethorpe that it expects to begin deliveries of power to Oglethorpe prior to June 1994. OTHER FUTURE RESOURCES In its current integrated resource plan, Oglethorpe has identified a potential need for additional peaking capacity in the late 1990s. In November 1993, Oglethorpe issued a Request for Proposals for the purchase of up to 600 MW of long-term peaking capacity to be available by June 1, 1999. Proposals were due March 29, 1994. Oglethorpe has reserved the right to reject any and all bids, and should it do so, Oglethorpe may construct that capacity itself. Oglethorpe has also agreed to purchase from Florida Power Corporation 50 MW of peaking capacity during the summer of 1997 and 275 MW of peaking capacity during the summer of 1998. This purchase is subject to regulatory approval. TRANSMISSION AND OTHER POWER SYSTEM ARRANGEMENTS As of February 28, 1994, Oglethorpe owned approximately 2,186 miles of transmission line and 404 substations of various voltages. Oglethorpe provides power and energy to the Members through the ITS consisting of transmission system facilities owned by Oglethorpe, GPC, MEAG and Dalton. As a result of its participation in the ITS, Oglethorpe is entitled to use any of the transmission facilities included in the system, regardless of ownership. Oglethorpe's rights and obligations with respect to the system are governed by the ITSA. (See "Power Sales to and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" herein and "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--Agreements Relating to Integrated Transmission System".) In addition to the interconnections available to Oglethorpe through the ITS, Oglethorpe has interconnection, interchange, transmission and/or short-term capacity and energy purchase or sale agreements with Alabama Electric Cooperative, Cajun Electric Power Cooperative, Big Rivers, Seminole Electric Cooperative, Entergy Services (as agent for the Entergy operating companies), TVA, Florida Power Corporation, Jacksonville Electric Authority, Tampa Electric Company, Louisville Gas & Electric Company, Florida Power & Light Company, SEPA, South Carolina Electric & Gas (subject to approval by FERC), South Carolina Public Service Authority, Arkansas Electric Cooperative Corporation and East Kentucky Power Cooperative. The agreements provide variously for the purchase and/or sale of capacity and energy and/or for transmission service. Implementation of such contracts and other off-system transactions are accomplished by the CSA (see "Power Sales to and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" herein). 15 In addition, Oglethorpe has sold to GPC a portion of its entitlement to the interface capability between the ITS and the Florida electric system through May 1994. Oglethorpe has purchased from GPC sufficient entitlement to the interface between the Integrated Transmission System and TVA to implement the purchases from Big Rivers and EPI. Oglethorpe regularly buys and sells power in the short-term bulk power market. FUTURE LONG-TERM POWER SALES Oglethorpe has signed a Letter of Intent with Alabama Electric Cooperative for the sale of 100 MW of base capacity beginning June 1, 1998, and extending through December 31, 2005. This arrangement is subject to the approval of a definitive agreement by the Boards of Directors of each party. The agreement would also be subject to approval by REA. No assurances can be given that such definitive agreement will be consummated. Oglethorpe has also submitted bids to various formal and informal solicitations for capacity sales. Whether any such bid will be successful is uncertain. ENVIRONMENTAL AND OTHER REGULATIONS GENERAL As is typical in the utility industry, Oglethorpe is subject to Federal, State and local air and water quality requirements which, among other things, regulate emissions of particulates, sulfur dioxide and nitrogen oxide into the air and discharges of pollutants, including heat, into waters of the United States. Oglethorpe is also subject to Federal, State and local waste disposal requirements which regulate the manner of transportation, storage and disposal of solid and other waste. In general, environmental requirements are becoming increasingly stringent, and further or new requirements may substantially increase the cost of electric service by requiring changes in the design or operation of existing facilities as well as changes or delays in the location, design, construction or operation of new facilities. Failure to comply with such requirements could result in the imposition of civil and criminal penalties as well as the complete shutdown of individual generating units not in compliance. There is no assurance that the units in operation or under construction will always remain subject to the regulations currently in effect or will always be in compliance with future regulations. Compliance with environmental standards or deadlines will continue to be reflected in Oglethorpe's capital and operating costs. Oglethorpe's direct capital costs to achieve compliance with air and water quality control facilities were approximately $6.5 million in 1993 and are expected to be approximately $3.1 million in 1994, $4.1 million in 1995 and $8.6 million in 1996. CLEAN AIR ACT The Clean Air Act seeks to improve the ambient air quality throughout the United States by the year 2000 and beyond. The acid rain provisions of Title IV require the reduction of sulfur dioxide and nitrogen oxide emissions from affected units, including coal-fired electric power facilities. The sulfur dioxide reductions required by Title IV will be achieved in two phases. Phase I addresses specific generating units named in the Clean Air Act. Both units of Plant Wansley are "affected units" under Phase I. Scherer Units No. 1 and No. 2 are not "affected units" under Phase I but are affected units under Phase II. In Phase II, the total U.S. emissions of sulfur dioxide will be capped at 8.9 million tons by the year 2000, using a "tradeable allowance" plan. Final Phase II sulfur dioxide allocations have been published by Environmental Protection Agency ("EPA") regulations. Compliance with the Clean Air Act will require expenditures for monitoring, annual permit fees, and in some instances may involve increased operating or maintenance expenses or capital expenditures for pollution control and continuous monitoring equipment. Capital improvements, of which Oglethorpe's share is approximately $6.4 million, are in progress at Plant Wansley. Scheduled to be completed in 1994, these improvements are designed to bring the plant into compliance with anticipated requirements for both Phase I and Phase II. Approximately $500,000 in capital improvements, to be completed in 1994, will be made at Plant Scherer. The estimated cost of additional improvements at Plant Wansley and Plant Scherer are 16 dependent upon the chosen compliance plan and may be affected by future plan amendments and future regulation. In addition, the final capital cost of improvements and any effect on operating costs will be determined by the compliance plan as finally implemented and any applicable regulatory changes. Title I of the Clean Air Act requires the State of Georgia to conduct specific studies and establish new rules regulating sources of nitrogen oxide and volatile organic compounds. The new rules must be promulgated by November 1994, with attainment demonstrated by November 1999. Metropolitan Atlanta is classified as a "serious non-attainment area" with regard to the ozone ambient air quality standards. Plant Wansley is near although not in this non-attainment area. The results of these studies and new rules could require nitrogen oxide controls more stringent than those required for Title IV compliance. The Clean Air Act also requires that several studies be conducted regarding the health effects of power plant emissions of certain hazardous air pollutants. The studies will be used in making decisions on whether additional controls of these pollutants are necessary. The effect of any of these potential regulatory changes under Title I, including new rules under the amended provisions, cannot now be predicted. The Clean Air Act requires the EPA to review all National Ambient Air Quality Standards ("NAAQS") periodically, revising such standards as necessary. EPA continues to evaluate the need for a new short-term standard for sulfur oxides (measured as sulfur dioxide). Preliminary results from an EPA study indicate that a new short-term NAAQS for sulfur dioxide might require numerous power plants to install emission controls, perhaps in addition to any required under Title IV of the Clean Air Act. These controls could result in substantial costs to Oglethorpe. EPA is also evaluating the need to revise the NAAQS for nitrogen dioxide and will be updating the criteria document used in its recent decision not to revise the NAAQS for ozone. EPA is not currently formally revising the particulate matter NAAQS but is gathering information which may be used in a revision. The impact of any change in the ozone, sulfur dioxide, nitrogen dioxide or particulate matter NAAQS cannot now be determined because the effect of any change would depend in part on the final ambient standards. Although Oglethorpe's management is currently unable to determine the overall effect that compliance with requirements under the Clean Air Act will have on its operations, it does not believe that any required increases in capital or operating expenses would have a material effect on its results of operations or financial condition. Compliance with requirements under the Clean Air Act may also require increased capital or operating expenses on the part of GPC. Any increases in GPC's capital or operating expenses may cause an increase in the cost of power purchased from GPC. (See "Power Sales to and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" herein.) CLEAN WATER ACT Oglethorpe is subject to provisions of the Clean Water Act, as amended. As a result of the 1987 Amendments to the Clean Water Act, the State of Georgia has amended its State Water Quality Standards to make them more stringent. These amendments will cause an increase in Oglethorpe's cost to comply. These costs include capital expenditures for improvements at Plant Scherer to comply with Georgia's new clean water regulations covering waste water discharge. Oglethorpe's share of these improvements, completed in early 1994, was approximately $2 million. Congress is considering reauthorizing the Clean Water Act. If that occurs, Oglethorpe's operations could be affected. However, the full impact of any reauthorization cannot now be determined and will depend on the specific changes to the statute, as well as to any implementing state or federal regulations that might be promulgated. NUCLEAR REGULATION Oglethorpe is subject to the provisions of the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), which vests jurisdiction in the NRC over the construction and operation of nuclear reactors, particularly with regard to certain public health, safety and antitrust matters. The National Environmental Policy Act has been construed to expand the jurisdiction of the NRC to consider the environmental impact of a facility licensed under the Atomic Energy Act. Plants Hatch and Vogtle are being operated under licenses issued by the NRC. All aspects of the operation and maintenance of nuclear power plants are regulated by the NRC. From time to time, new NRC regulations require changes in the design, operation and maintenance of existing nuclear reactors. Operating licenses issued by the NRC are 17 subject to revocation, suspension or modification, and the operation of a nuclear unit may be suspended if the NRC determines that the public interest, health or safety so requires. (See "Proposed Changes to Nuclear Plant Operating Arrangements" herein.) Pursuant to the Nuclear Waste Policy Act of 1982, as amended, the Federal government has the regulatory responsibility for the final disposition of commercially produced high-level radioactive waste materials, including spent nuclear fuel. Such Act requires the owner of nuclear facilities to enter into disposal contracts with DOE for such material. These contracts require each such owner to pay a fee which is currently one dollar per MWh for the net electricity generated and sold by each of its reactors. (See "Fuel Supply" herein.) For information concerning nuclear insurance, see Note 9 of Notes to Financial Statements in Item 8. For information regarding NRC's regulation relating to decommissioning of nuclear facilities and regarding DOE's assessments pursuant to the Energy Policy Act for decontamination and decommissioning of nuclear fuel enrichment facilities, see Note 1 of Notes to Financial Statements in Item 8. OTHER ENVIRONMENTAL REGULATION Oglethorpe is subject to other environmental statutes including, but not limited to, the Toxic Substances Control Act, the Resource Conservation & Recovery Act, the Endangered Species Act, the Comprehensive Environmental Response, Compensation and Liability Act, and the Emergency Planning and Community Right to Know Act, and to the regulations implementing these statutes. Oglethorpe does not believe that compliance with these statutes and regulations will have a material impact on its operations. Changes to any of these laws could affect many areas of Oglethorpe's operations. Furthermore, compliance with new environmental legislation could have a significant impact on Oglethorpe. Such impacts cannot be fully determined at this time, however, and would depend in part on any such legislation and the development of implementing regulations. The scientific community, regulatory agencies and the electric utility industry are examining the issues of global warming and the possible health effects of electric and magnetic fields. While no definitive scientific conclusions have been reached regarding these issues, it is possible that new laws or regulations pertaining to these matters could increase the capital and operating costs of electric utilities, including Oglethorpe or entities from which Oglethorpe purchases power. ENERGY POLICY ACT The Energy Policy Act creates a new class of utilities called Exempt Wholesale Generators ("EWGs"), which are exempt from certain restrictions otherwise imposed by the Public Utility Holding Company Act. The effect of this exemption is to facilitate the development of independent third-party generators potentially available to satisfy utilities' needs for increased power supplies. (See "Future Power Resources--OTHER FUTURE RESOURCES" herein.) Unlike purchases from qualifying facilities under PURPA (see "Other Power Purchases" herein), however, utilities have no statutory obligation to purchase power from EWGs. Furthermore, EWGs are precluded from making direct sales to retail electricity customers. The Energy Policy Act also broadens the authority of FERC to require a utility to transmit power to or on behalf of other participants in the electric utility industry, including EWGs and qualifying facilities, but FERC is precluded from requiring a utility to transmit power from another entity directly to a retail customer. 18 CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS CO-OWNERS OF THE PLANTS Plants Hatch, Vogtle, Wansley and Scherer Units No. 1 and No. 2 are co-owned by Oglethorpe, GPC, MEAG and Dalton, and Rocky Mountain is co-owned by Oglethorpe and GPC. Each such co-owner owns, and Oglethorpe owns or leases, undivided interests in the amounts shown in the following table (which excludes the Plant Wansley combustion turbine). GPC is the construction and operating agent for each of these plants, except for Rocky Mountain for which Oglethorpe is the construction and operating agent. (See "The Plant Agreements" herein.)
NUCLEAR COAL-FIRED PUMPED STORAGE ------------------------------ -------------------------------- -------------- PLANT PLANT PLANT SCHERER UNITS ROCKY HATCH VOGTLE WANSLEY NO. 1 & NO. 2 MOUNTAIN(3) TOTAL ------------- ------------- ------------- --------------- --------------- ----- % MW(1) % MW(1) % MW(1) % MW(1) % MW(1) MW(1) ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----- Oglethorpe . . . 30.0 489 30.0 696 30.0 519 60.0(2) 982 75(4) 636 3,322 GPC. . . . . . . 50.1 817 45.7 1,060 53.5 926 8.4 137 25(4) 212 3,152 MEAG . . . . . . 17.7 288 22.7 527 15.1 261 30.2 494 -- -- 1,570 Dalton . . . . . 2.2 36 1.6 37 1.4 24 1.4 23 -- -- 120 ----- ----- ----- ----- ----- ----- ----- ----- --- --- ----- Total. . . . . . 100.0 1,630 100.0 2,320 100.0 1,730 100.0 1,636 100 848 8,164 ----- ----- ----- ----- ----- ----- ----- ----- --- --- ----- ----- ----- ----- ----- ----- ----- ----- ----- --- --- ----- - ------------------------- (1) Based on nameplate ratings. (2) Oglethorpe leases its interest in Scherer Unit No. 2 pursuant to long-term net leases. (3) Rocky Mountain is currently under construction and scheduled to be in commercial operation in early 1995. (4) Represents Oglethorpe's and GPC's estimated ownership interests upon completion. (See "The Plant Agreements--ROCKY MOUNTAIN" herein.)
GEORGIA POWER COMPANY GPC is a wholly owned subsidiary of The Southern Company, a registered holding company under the Public Utility Holding Company Act, and is engaged primarily in the generation and purchase of electric energy and the transmission, distribution and sale of such energy within the State of Georgia at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus, Macon, Rome and Valdosta), as well as in rural areas, and at wholesale to Oglethorpe, MEAG and three municipalities. GPC is the largest supplier of electric energy in the State of Georgia. (See "OGLETHORPE POWER CORPORATION-- Relationship with GPC".) GPC is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Copies of this material can be obtained at prescribed rates from the Commission's Public Reference Section at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Certain securities of GPC are listed on the New York Stock Exchange, and reports and other information concerning GPC can be inspected at the office of such Exchange. MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA MEAG, an instrumentality of the State of Georgia, was created for the purpose of providing electric capacity and energy to those political subdivisions of the State of Georgia that owned and operated electric distribution systems at that time. MEAG has entered into power sales contracts with each of 47 cities and one county in the State of Georgia. Such political subdivisions, located in 39 of the State's 159 counties, collectively serve approximately 268,000 electric customers. 19 CITY OF DALTON, GEORGIA The City of Dalton, located in northwest Georgia, supplies electric capacity and energy to consumers in Dalton, and presently serves more than 10,000 residential, commercial and industrial customers. THE PLANT AGREEMENTS HATCH, WANSLEY, VOGTLE AND SCHERER Oglethorpe's rights and obligations with respect to Plants Hatch, Wansley, Vogtle and Scherer are contained in a number of contracts between Oglethorpe and GPC and, in some instances, MEAG and Dalton. Oglethorpe is a party to four Purchase and Ownership Participation Agreements ("Ownership Agreements") under which it acquired from GPC a 30% undivided interest in each of Plants Hatch, Wansley and Vogtle, a 60% undivided interest in Scherer Units No. 1 and No. 2 and a 30% undivided interest in those facilities at Plant Scherer intended to be used in common by Scherer Units No. 1, No. 2, No. 3 and No. 4 (the "Scherer Common Facilities"). Oglethorpe has also entered into four Operating Agreements ("Operating Agreements") relating to the operation and maintenance of Plants Hatch, Wansley and Vogtle and Scherer, respectively. The Operating Agreements and Ownership Agreements relating to Plants Hatch and Wansley are two-party agreements between Oglethorpe and GPC. The other Operating Agreements and Ownership Agreements are agreements among Oglethorpe, GPC, MEAG and Dalton. The parties to each Ownership Agreement and each Operating Agreement are referred to as "Participants" with respect to each such agreement. In 1985, in four separate transactions, Oglethorpe sold its entire 60% undivided ownership interest in Scherer Unit No. 2 to four separate owner trusts established by four different institutional investors. (See Note 4 of Notes to Financial Statements in Item 8.) Oglethorpe retained all of its rights and obligations as a Participant under the Ownership and Operating Agreements relating to Scherer Unit No. 2 for the term of the leases. (In the following discussion, references to Participants "owning" a specified percentage of interests include Oglethorpe's rights as a deemed owner with respect to its leased interests in Scherer Unit No. 2.) The Ownership Agreements appoint GPC as agent with sole authority and responsibility for, among other things, the planning, licensing, design, construction, renewal, addition, modification and disposal of Plants Hatch, Vogtle, Wansley and Scherer Units No. 1 and No. 2 and the Scherer Common Facilities. Under the Ownership Agreements, Oglethorpe is obligated to pay a percentage of capital costs of the respective plants, as incurred, equal to the percentage interest which it owns or leases at each plant. GPC has responsibility for budgeting capital expenditures subject to, in the case of Scherer Units No. 1 and No. 2, certain limited rights of the Participants to disapprove capital budgets proposed by GPC and to substitute alternative capital budgets. Each Operating Agreement gives GPC, as agent, sole authority and responsibility for the management, control, maintenance, operation, scheduling and dispatching of the plant to which it relates. However, as provided in the recent amendments to the Plant Scherer Ownership and Operating Agreements, Oglethorpe has elected to dispatch separately its ownership share of Scherer Units No. 1 and No. 2. (See "THE POWER SUPPLY SYSTEM--Fuel Supply".) In 1990, the co-owners of Plants Hatch and Vogtle entered into the NMBA which amended the Plant Hatch and Plant Vogtle Ownership and Operating agreements, primarily with respect to GPC's reporting requirements, but did not alter GPC's role as agent with respect to the nuclear plants. In 1993, the co-owners entered into the Amended and Restated NMBA which provides for a managing board (the "Nuclear Managing Board") to coordinate the implementation and administration of the Plant Hatch and Plant Vogtle Ownership and Operating Agreements and provides for increased rights for the co-owners regarding certain decisions and allowed GPC to contract with a third party for the operation of the nuclear units. In connection with the recent amendments to the Plant Scherer Ownership and Operating Agreements, the co-owners of Plant Scherer entered into the Plant Scherer Managing Board Agreement which provides for a managing board (the "Plant Scherer Managing Board") to coordinate the implementation and administration of the Plant Scherer Ownership and Operating Agreements and provides for increased rights for the co-owners regarding certain decisions, but does not alter GPC's role as agent with respect to Plant Scherer. 20 The Operating Agreements provide that Oglethorpe is entitled to a percentage of the net capacity and net energy output of each plant or unit equal to its percentage undivided interest owned or leased in such plant or unit, subject to its obligation to sell capacity and energy to GPC as described below. Except as otherwise provided, each party is responsible for a percentage of Operating Costs (as defined in the Operating Agreements) and fuel costs of each plant or unit equal to the percentage of its undivided interest which is owned or leased in such plant or unit. For Scherer Units No. 1 and No. 2, each party will be responsible for variable Operating Costs in proportion to the net energy output for its ownership interest, while responsibility for fixed Operating Costs will continue to be equal to the percentage undivided ownership interest which is owned or leased in such unit. GPC is required to furnish budgets for Operating Costs, fuel plans and scheduled maintenance plans subject to, in the case of Scherer Units No. 1 and No. 2, certain limited rights of the Participants to disapprove such budgets proposed by GPC and to substitute alternative budgets. (See "THE POWER SUPPLY SYSTEM--Proposed Changes to Nuclear Plant Operating Arrangements".) During the first seven years of Commercial Operation (as defined in the Operating Agreement for Plant Vogtle) of Plant Vogtle, GPC is entitled to a declining percentage of Oglethorpe's capacity and energy for all or a portion of each contract year ending May 31. (See "THE POWER SUPPLY SYSTEM--Power Sales to and Purchases from GPC--GPC SELL-BACK" and Note 1 of the Financial Statements in Item 8.) Regardless of the amount of capacity available, GPC is obligated to pay Oglethorpe monthly for the capacity of each unit to which it is entitled, if any, an amount derived by a formula set forth in the Operating Agreement based upon an average of GPC's annual fixed costs and Oglethorpe's annual fixed costs with respect to each unit. In addition, GPC is responsible for the same percentage of Oglethorpe's share of the Operating Costs and fuel-related costs incurred. The Ownership Agreements and Operating Agreements provide that, should a Participant fail to make any payment when due, among other things, such nonpaying Participant's rights to output of capacity and energy would be suspended. TERMS. The Operating Agreement for Plant Hatch will remain in effect with respect to Hatch Units No. 1 and No. 2 until 2009 and 2012, respectively. The Operating Agreement for Plant Vogtle will remain in effect with respect to each unit at Plant Vogtle until 2018. The Operating Agreement for Plant Wansley will remain in effect with respect to Wansley Units No. 1 and No. 2 until 2016 and 2018, respectively. The Operating Agreement for Scherer Units No. 1 and No. 2 will remain in effect with respect to Scherer Units No. 1 and No. 2 until 2022 and 2024, respectively. Upon termination of each Operating Agreement, GPC will retain such powers as are necessary in connection with the disposition of the property of the applicable plant, and the rights and obligations of the parties shall continue with respect to actions and expenses taken or incurred in connection with such disposition. ROCKY MOUNTAIN Oglethorpe's rights and obligations with respect to Rocky Mountain are contained in several contracts between Oglethorpe and GPC, the co-owners of Rocky Mountain. Pursuant to Rocky Mountain Pumped Storage Hydroelectric Ownership Participation Agreement, by and between Oglethorpe and GPC (the "Ownership Participation Agreement"), on December 15, 1988, Oglethorpe acquired a 3% undivided interest in Rocky Mountain, together with a future interest in the remaining 97% undivided interest. In connection with this acquisition, Oglethorpe and GPC also entered into the Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement (the "Rocky Mountain Operating Agreement"). Under the Ownership Participation Agreement, Oglethorpe has responsibility for financing and completing the construction of Rocky Mountain. As Oglethorpe expends funds for construction, GPC's ownership interest decreases and Oglethorpe's ownership interest increases. At all times, each party's undivided interest in the project is equal to the proportion that its respective investment bears to the total investment in the project (excluding each party's cost of funds and ad valorem taxes). Except as described below in respect of the exercise by GPC of its option to retain a minimum ownership interest, GPC is not required to expend any funds for construction. GPC's prior investment is determined in "as-spent" dollars, while Oglethorpe's investment is discounted to constant 1987 dollars (computed using a semi-annual Handy-Whitman Index). 21 The Ownership Participation Agreement appoints Oglethorpe as agent with sole authority and responsibility for, among other things, the planning, licensing, design, construction, operation, maintenance and disposal of Rocky Mountain. The Ownership Participation Agreement provides that Oglethorpe must use its reasonable best efforts in accordance with Prudent Utility Practices (as defined therein) to have Rocky Mountain in commercial operation by June 1, 1996. The Rocky Mountain Operating Agreement gives Oglethorpe, as agent, sole authority and responsibility for the management, control, maintenance and operation of Rocky Mountain. In general, each co-owner is responsible for payment of its respective ownership share of all Operating Costs and Pumping Energy Costs (as defined in the Rocky Mountain Operating Agreement) as well as costs incurred as the result of any separate schedule or independent dispatch. A co-owner's share of net available capacity and net energy is the same as its respective ownership interest under the Ownership Participation Agreement. GPC will schedule and dispatch Rocky Mountain on a continuous economic dispatch basis, on behalf of itself and Oglethorpe, and will notify Oglethorpe in advance of estimated operating levels, until such time as Oglethorpe may elect to schedule separately its ownership interest. The Rocky Mountain Operating Agreement will terminate on the fortieth anniversary of the Completion Adjustment Date (as defined therein). AGREEMENTS RELATING TO THE INTEGRATED TRANSMISSION SYSTEM Oglethorpe and GPC have entered into the ITSA to provide for the transmission and distribution of electric energy in the State of Georgia, other than in certain counties, and for bulk power transactions, through use of the ITS. The ITS, together with transmission system facilities acquired or constructed by MEAG and Dalton under agreements with GPC referred to below, was established in order to obtain the benefits of a coordinated development of the parties' transmission facilities and to make it unnecessary for any party to construct duplicative facilities. The ITS consists of all transmission facilities, including land, owned by the parties on the date the ITSA became effective and those thereafter acquired, which are located in the State of Georgia other than in the excluded counties and which are used or usable to transmit power of a certain minimum voltage and to transform power of a certain minimum voltage and a certain minimum capacity (the "Transmission Facilities"). GPC has entered into agreements with MEAG and Dalton that are substantially similar to the ITSA, and GPC may enter into such agreements with other entities. The ITSA will remain in effect through December 31, 2012 and, if not then terminated by five years' prior written notice by either party, will continue until so terminated. The ITSA is administered by a Joint Committee established by a Joint Committee Agreement, summarized below. Each year, the Joint Committee determines a four-year plan of additions to the Transmission Facilities that will reflect the current and anticipated future transmission requirements of the parties. Oglethorpe and GPC are each required to maintain an original cost investment in the Transmission Facilities in proportion to their respective Peak Loads (as defined in the ITSA). Oglethorpe and GPC are parties to a Transmission Facilities Operation and Maintenance Contract (the "Transmission Operation Contract"), under which GPC provides System Operator Services (as defined in the Transmission Operation Contract) for Oglethorpe. In addition, GPC is required to provide such supervision, operation and maintenance supplies, spare parts, equipment and labor for the operation, maintenance and construction as may be specified by Oglethorpe. GPC is also required to perform certain emergency work under the Transmission Operation Contract. Oglethorpe is permitted, upon notice to GPC, to perform, or contract with others for the performance of, certain services performed by GPC. Absent termination or amendment of the Transmission Operation Contract, however, GPC will continue to perform System Operator Services for Oglethorpe. The term of the Transmission Operation Contract will continue from year to year unless terminated by either party upon four years' notice. Oglethorpe is required to pay its proportionate share of the cost for the services provided by GPC. THE JOINT COMMITTEE AGREEMENT Oglethorpe, GPC, MEAG and Dalton are parties to a Joint Committee Agreement. In the past, the Joint Committee coordinated the implementation and administration of the various Ownership Agreements and Operating 22 Agreements, the various integrated transmission system agreements, and the various integrated transmission system operation and maintenance agreements among the parties. However, the Nuclear Managing Board has assumed such responsibilities for Plants Hatch and Vogtle, the Plant Scherer Managing Board has assumed such responsibilities for Plant Scherer and, if agreed by the co-owners, an operating committee would also assume such responsibilities for Plant Wansley. (See "The Plant Agreements--HATCH, WANSLEY, VOGTLE AND SCHERER" herein.) The Joint Committee Agreement also makes allowance for the joint planning of future transmission and generation facilities. 23 ITEM 2. PROPERTIES Information with respect to Oglethorpe's properties is set forth under the caption "THE POWER SUPPLY SYSTEM" included in Item 1 and is incorporated herein by reference. ITEM 3. LEGAL PROCEEDINGS Oglethorpe is a party to various actions and proceedings incident to its normal business. Liability in the event of final adverse determinations in any of these matters is either covered by insurance or, in the opinion of Oglethorpe's management, after consultation with counsel, should not in the aggregate have a material adverse effect on the financial position or results of operations of Oglethorpe. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 24 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Not Applicable. ITEM 6. SELECTED FINANCIAL DATA - -----------------------------------------------------------------------------
(dollars in thousands) 1993 1992 1991 1990 1989 - --------------------------------------------------------------------------------------------------------------------------------- - - OPERATING REVENUES: Sales to Members . . . . . . . . . . . . . . . . $ 899,720 $ 816,000 $ 763,657 $ 710,607 $ 631,966 Sales to non-Members . . . . . . . . . . . . . . 200,940 268,763 300,293 390,535 367,183 ----------- ----------- ----------- ----------- ----------- Total operating revenues . . . . . . . . . . . . 1,100,660 1,084,763 1,063,950 1,101,142 999,149 ----------- ----------- ----------- ----------- ----------- OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . 176,342 167,288 165,168 209,971 180,698 Production . . . . . . . . . . . . . . . . . . . 129,972 115,915 130,041 125,506 97,266 Purchased power. . . . . . . . . . . . . . . . . 271,970 230,510 229,898 213,311 202,778 Depreciation and amortization. . . . . . . . . . 128,060 126,047 135,152 134,021 123,614 Taxes. . . . . . . . . . . . . . . . . . . . . . 25,148 19,634 42,422 41,798 31,541 Other operating expenses . . . . . . . . . . . . 44,876 50,578 49,373 41,755 33,301 ----------- ----------- ----------- ----------- ----------- Total operating expenses . . . . . . . . . . . . 776,368 709,972 752,054 766,362 669,198 ----------- ----------- ----------- ----------- ----------- OPERATING MARGIN. . . . . . . . . . . . . . . . . 324,292 374,791 311,896 334,780 329,951 OTHER INCOME, NET . . . . . . . . . . . . . . . . 38,741 45,928 113,441 94,471 70,297 NET INTEREST CHARGES. . . . . . . . . . . . . . . (350,652) (393,247) (396,892) (400,712) (379,820) ----------- ----------- ----------- ----------- ----------- MARGIN BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. . . . . . . . . . . . . . . . . . . . 12,381 27,472 28,445 28,539 20,428 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES. . . . . . . . . . . 13,340 - - - - ----------- ----------- ----------- ----------- ----------- NET MARGIN. . . . . . . . . . . . . . . . . . . . $ 25,721 $ 27,472 $ 28,445 $ 28,539 $ 20,428 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ELECTRIC PLANT, NET: In service . . . . . . . . . . . . . . . . . . . $ 4,054,956 $ 4,122,411 $ 4,196,966 $ 4,268,440 $ 4,275,770 Construction work in progress. . . . . . . . . . 450,965 322,628 178,980 102,045 103,729 ----------- ----------- ----------- ----------- ----------- $ 4,505,921 $ 4,445,039 $ 4,375,946 $ 4,370,485 $ 4,379,499 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- TOTAL ASSETS. . . . . . . . . . . . . . . . . . . $ 5,323,890 $ 5,359,597 $ 5,246,435 $ 5,200,762 $ 5,288,673 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- CAPITALIZATION: Long-term debt . . . . . . . . . . . . . . . . . $ 4,058,251 $ 4,095,796 $ 4,093,218 $ 4,094,246 $ 4,112,892 Obligation under capital leases. . . . . . . . . 303,458 302,061 300,833 299,783 298,929 Patronage capital and membership fees. . . . . . 289,982 264,261 236,789 217,895 194,233 ----------- ----------- ----------- ----------- ----------- $ 4,651,691 $ 4,662,118 $ 4,630,840 $ 4,611,924 $ 4,606,054 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- PROPERTY ADDITIONS. . . . . . . . . . . . . . . . $ 235,285 $ 232,283 $ 225,021 $ 200,257 $ 226,709 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ENERGY SUPPLY (MEGAWATT-HOURS): Generated. . . . . . . . . . . . . . . . . . . . 14,575,920 13,805,683 12,686,323 13,387,572 12,079,706 Purchased. . . . . . . . . . . . . . . . . . . . 7,620,815 6,233,262 6,915,758 6,198,434 5,664,919 ----------- ----------- ----------- ----------- ----------- Available for sale . . . . . . . . . . . . . . . 22,196,735 20,038,945 19,602,081 19,586,006 17,744,625 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- MEMBER REVENUE PER kWh SOLD . . . . . . . . . . . 5.47 cents 5.55 cents 5.36 cents 5.01 cents 4.84 cents CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH CURRENT YEAR PRESENTATION.
25 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL MARGINS AND PATRONAGE CAPITAL Oglethorpe operates on a not-for-profit basis and, accordingly, seeks only to generate revenues sufficient to recover its cost of service and to generate margins sufficient to establish reasonable reserves and meet certain financial coverage requirements. Revenues in excess of current period costs in any year are designated in Oglethorpe's statements of revenues and expenses and patronage capital as net margin. Retained net margins are designated on Oglethorpe's balance sheets as patronage capital, which is allocated to each of its 39 retail electric distribution cooperatives (Members) on the basis of its electricity purchases from Oglethorpe. Since its formation in 1974, Oglethorpe has generated a positive net margin in each year and, as of December 31, 1993, had a balance of $290 million in patronage capital. Patronage capital constitutes the principal equity of Oglethorpe. As a means of accumulating additional equity, Oglethorpe's Board of Directors amended in 1992 the patronage capital retirement policy for returning margins to the Members to extend the retirement schedule from 13 years to 30 years after the year in which the margins were generated. Pursuant to such policy, no patronage capital would be retired until 2010, at which time the 1979 patronage capital would be returned. Any distributions of patronage capital are subject to the discretion of the Board of Directors and approval by the Rural Electrification Administration (REA). Oglethorpe's equity ratio (patronage capital and membership fees divided by total capitalization) increased from 5.7% at December 31, 1992 to 6.2% at December 31, 1993. RATES AND FINANCIAL COVERAGE REQUIREMENTS Oglethorpe's policy is to design its rates to generate sufficient revenues to recover its Member cost of service and produce net margins at such levels as Oglethorpe's Board of Directors determines to be consistent with sound financial practice. Rate revisions by Oglethorpe are subject to the approval of the REA and, to date, the REA has not reduced or delayed the effectiveness of any rate increase proposed by Oglethorpe. Oglethorpe has entered into a wholesale power contract with each of its Members that requires rates to be designed to recover all costs as described in such contracts. Oglethorpe's rates include an energy charge that is set annually and adjusted at mid-year to recover actual fuel and variable operations and maintenance costs. Oglethorpe reviews its rates at least annually to ensure that its fixed costs are being adequately recovered and, if necessary, adjusts its rates to meet its net margin goals. Oglethorpe utilizes a Times Interest Earned Ratio (TIER) as the basis for establishing its annual net margin goal. TIER is determined by dividing the sum of Oglethorpe's net margin plus interest on long-term debt (including interest charged to construction) by Oglethorpe's interest on long-term debt (including interest charged to construction). The REA Mortgage requires Oglethorpe to implement rates that are designed to maintain an annual TIER of not less than 1.05. In addition to the TIER requirement under the REA Mortgage, Oglethorpe is also required under the REA Mortgage to implement rates designed to maintain a Debt Service Coverage Ratio (DSC) of not less than 1.0 and an Annual Debt Service Coverage Ratio (ADSCR) of not less than 1.25. DSC is determined by dividing the sum of Oglethorpe's net margin plus interest on long-term debt (including interest charged to construction) plus depreciation and amortization (excluding amortization of nuclear fuel and debt discount and expense) by Oglethorpe's interest and principal payable on long-term debt (including interest charged to construction). ADSCR is determined by dividing the sum of Oglethorpe's net margin plus interest on long-term debt (excluding interest charged to construction) plus depreciation and amortization (excluding amortization of nuclear fuel and debt discount and expense) by Oglethorpe's interest and principal payable on long-term debt secured under the REA Mortgage (excluding interest charged to construction). Oglethorpe has always met or exceeded the TIER, DSC and ADSCR requirements of the REA Mortgage. TIER, DSC and ADSCR for the years 1991 through 1993 were as follows:
- ----------------------------------------------------------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- TIER 1.07 1.07 1.07 DSC 1.23 1.22 1.28 ADSCR 1.26 1.25 1.31 - -----------------------------------------------------------------------------
In 1992, as part of a plan to build additional equity, Oglethorpe's Board of Directors revised its annual net margin goal to be the amount required to produce a TIER of 1.07 in each year through 1995, 1.08 in 1996, 1.09 in 1997 and 1.10 in 1998 and thereafter. Historically, by setting rates to meet the TIER goals established by Oglethorpe's Board, the DSC and ADSCR requirements of the REA Mortgage have always been met or exceeded. Based on Oglethorpe's current financial projections, however, rates based on these levels of TIER may not be sufficient to meet the ADSCR requirement of the REA Mortgage. In that event, rates sufficient to meet the ADSCR requirements would have to be established. HISTORICAL FACTORS AFFECTING FINANCIAL PERFORMANCE Over the past several years, the most significant factor affecting Oglethorpe's financial performance has been the mechanisms Oglethorpe has utilized to moderate the financial impact of new generating plants. During this period, Oglethorpe's Members absorbed much of the cost of its ownership interests in Plant Vogtle and Scherer Units No. 1 and No. 2. 26 The mechanisms used by Oglethorpe to mitigate the rate impact of absorbing these costs have included both long-term contractual arrangements with Georgia Power Company (GPC) and Board of Directors policies that have resulted in the gradual absorption of costs over several years. Contractual arrangements with GPC provide that Oglethorpe sell to GPC and GPC purchase from Oglethorpe a declining percentage of Oglethorpe's entitlement to the capacity and energy of certain co-owned generating plants during the initial years of operation of such units (GPC Sell-back). The GPC Sell-back will expire for Plant Vogtle Unit No. 1 as of May 31, 1994, and for Plant Vogtle Unit No. 2 as of May 31, 1995. The GPC Sell-back for Scherer Unit No. 1 expired in May 1991 and for Scherer Unit No. 2, in May 1993. (See Note 1 of Notes to Financial Statements.) The historical ability of Oglethorpe to sell power from new units to GPC under the GPC Sell-back has enabled Oglethorpe to moderate the effects of the higher costs associated with new generating units on Oglethorpe's cost of service and therefore on the rates charged Members. Furthermore, the GPC Sell-back has enabled Oglethorpe to obtain the generating capacity needed to serve anticipated increases in Member loads while minimizing the risks and costs of excess generating capacity. Prior to the completion of the first unit of Plant Vogtle in 1987, Oglethorpe's Board of Directors implemented policies that have resulted in the gradual absorption of the costs of Plant Vogtle by the Members. In each of the years 1985 through 1993, Oglethorpe exceeded its net margin goal. The Board adopted resolutions in each of these years requiring that these excess margins be deferred and used to mitigate rate increases associated with Plant Vogtle. In each year beginning with 1989, a portion of these margins has been returned to the Members through billing credits. (See Note 1 of Notes to Financial Statements.) Furthermore, during 1986 and 1987, Oglethorpe's rates to its Members included a one mill per kilowatt-hour (kWh) charge (Vogtle Surcharge). The Vogtle Surcharge represented a pre-collection of charges prior to commercial operation of Plant Vogtle the effect of which was to mitigate future rate increases. In addition, two of the Members elected to increase the level of this charge for their systems during this period. As of December 31, 1993, Oglethorpe held a balance of approximately $48 million from deferred margins and the voluntary Vogtle Surcharges to two Members which will be utilized for future rate mitigation. Oglethorpe's Board of Directors and the two Members intend to utilize these amounts as offsets to rates charged during 1994 and 1995. By the end of 1995, all costs associated with Plant Vogtle will be included in Member rates. RESULTS OF OPERATIONS OPERATING REVENUES Oglethorpe's operating revenues are derived from sales of electric services to the Members and non-Members. Revenues from Members are collected pursuant to the wholesale power contracts and are a function of the demand for power by the Members' consumers and Oglethorpe's cost of service. Historically, most of Oglethorpe's non-Member revenues have resulted from various plant operating agreements with GPC as discussed below. For the period 1991 through 1993, although total revenues have remained virtually unchanged, the scheduled reduction of the GPC Sell-back has resulted in the planned decrease of non- Member revenues from GPC of almost $130 million. As expected, the capacity and energy no longer being sold to GPC have been used by Oglethorpe to meet increased Member requirements. In addition to increasing sales to Members, Oglethorpe has increased revenues from energy sales and transmission sales to other utilities in order to mitigate the need to recover from the Members costs which were previously recovered through sales to GPC. SALES TO MEMBERS. Revenues from sales to Members increased 10.3% in 1993 compared to 1992, and increased 6.9% in 1992 compared to 1991. These increases reflect two factors: first, higher capacity rates, offset by the pass-through of savings in energy costs (see discussion of savings in fuel costs under "OPERATING EXPENSES" herein); and second, increased amounts of energy sold. Concerning the first factor, as non-Member revenues from GPC have declined, Oglethorpe has increased rates to Members to recover the fixed costs which had previously been recovered from GPC through the GPC Sell-back. Since December 28, 1990, Oglethorpe has placed into effect four rate changes, as set forth below:
- ----------------------------------------------------------------------------- EFFECTIVE DATE RATE CHANGE (1) - ----------------------------------------------------------------------------- January 1, 1994 -4.5% January 1, 1993 1.7% December 27, 1991 8.8% December 28, 1990 4.8% (1) After credit for deferred margins. (See Note 1 of Notes to Financial Statements.) - -----------------------------------------------------------------------------
Oglethorpe was able to implement a rate reduction for 1994 because the anticipated additional revenues to be derived based on the increase in the Members' 1993 peak demand more than offset the reduction in revenues from the GPC Sell-back. Oglethorpe's wholesale rate to the Members sets forth the manner in which energy costs are to be recovered. Oglethorpe's rate provides that actual energy costs be passed through to the Members such that energy revenues equal energy costs. The following table summarizes the amounts of kilowatt-hours sold to Members during each of the past three years:
- ----------------------------------------------------------------------------- KILOWATT-HOURS (in thousands) - ----------------------------------------------------------------------------- 1993 16,253,283 1992 14,466,943 1991 14,022,213 - -----------------------------------------------------------------------------
27 The net impact of the above capacity and energy rate factors, combined with the spreading of fixed capacity costs over an increasing number of kWh sold each year, have resulted in the following average Member revenues:
- ----------------------------------------------------------------------------- CENTS/KILOWATT-HOUR - ----------------------------------------------------------------------------- 1993 5.47 cents 1992 5.55 1991 5.36 - -----------------------------------------------------------------------------
Oglethorpe is reducing the need to recover from Members the additional costs resulting from reductions to the GPC Sell-back by increasing revenues from off-system sales and reducing fixed and operating costs. In addition to the impact of reductions in GPC Sell-back revenues, future Member rates will also be affected by such factors as fixed costs relating to the Rocky Mountain Project, a pumped storage hydroelectric facility (Rocky Mountain), the cost of adding to Oglethorpe's existing transmission system, changes in fuel costs, environmental and other governmental regulations applicable to Oglethorpe and its suppliers and the completion in 1995 of the amortization of deferred margins. Oglethorpe's future rates will also be affected by its ability to forecast accurately its future power resource needs and by its ability to obtain and manage its power resources, including its purchases and construction of generating capacity and its procurement of coal. SALES TO NON-MEMBERS. Sales of electric services to non-Members are primarily made pursuant to three different types of contractual arrangements with GPC and from off-system sales to other non-Member utilities. The following table summarizes the amounts of non-Member revenues from these sources for the past three years:
- ------------------------------------------------------------------------------- 1993 1992 1991 (DOLLARS IN THOUSANDS) - ------------------------------------------------------------------------------- Plant operating agreements $106,146 $171,686 $235,851 Power supply arrangements 44,904 61,602 45,662 Transmission agreements 13,549 29,586 17,203 Other utilities 36,341 5,889 1,577 ------- ------- ------- Total $200,940 $268,763 $300,293 ------- ------- ------- ------- ------- ------- - -------------------------------------------------------------------------------
Revenues from sales to non-Members declined in 1993 compared to 1992, and in 1992 compared to 1991. These decreases were primarily attributable to scheduled reductions in plant operating agreement revenues attributable to the GPC Sell-back with respect to Plants Vogtle and Scherer. The second source of non-Member revenues is power supply arrangements with GPC. These revenues are derived, for the most part, from energy sales arising from dispatch situations whereby GPC causes co-owned coal-fired generating resources to be operated when Oglethorpe's system does not require all or part of its contractual entitlement to the generation. These revenues essentially represent reimbursement of costs to Oglethorpe because, under the operating agreements, Oglethorpe is responsible for its share of fuel costs any time a unit operates. The greater amount of such revenues in 1992 compared to 1993 and 1991 was largely attributable to GPC's operational decisions causing a higher level of generation at Plant Scherer in 1992. The third source of non-Member revenues is payments from GPC for use of the Integrated Transmission System (ITS) and related transmission interfaces. GPC compensates Oglethorpe to the extent that Oglethorpe's percentage of investment in the ITS exceeds its percentage use of the system. In such case, Oglethorpe is entitled to income as compensation for the use of its investment by the other ITS participants. In addition, beginning in 1991, GPC purchased the right to use the majority of Oglethorpe's share of the interface capability between the ITS and the Florida electric system through May 1994. The higher amount of transmission agreement revenues in 1992 compared to 1993 and 1991 was partially attributable to the receipt by Oglethorpe in 1992 of a payment of $10.5 million from GPC as a result of adjustments of transmission income for the years 1990 through 1992. Other revenues from non-Members increased significantly in 1993 compared to 1992 and 1991. This increase reflects greater revenues from off-system energy sales. Oglethorpe is continuing to seek to make off-system sales to non-Members. OPERATING EXPENSES Oglethorpe's operating expenses increased 9.4% in 1993 compared to 1992 and decreased 5.6% in 1992 compared to 1991. The increase in operating expenses in 1993 compared to 1992 was primarily attributable to higher production expenses, purchased power expenses and taxes other than income taxes. The decrease in operating expenses in 1992 compared to 1991 was primarily due to declines in production expenses, depreciation and amortization, taxes other than income taxes and income taxes. Generally, over the years 1991 through 1993, the Members have received the benefit of declining average fuel costs of Oglethorpe's generating resources through the pass-through of lower energy costs. The average fuel costs of Oglethorpe's nuclear and fossil generating resources for the last three years are as follows:
- ------------------------------------------------------------------------------- CENTS/KILOWATT-HOUR ------------------- NUCLEAR FOSSIL - ------------------------------------------------------------------------------- 1991 .80 cents 2.08 cents 1992 .66 2.04 1993 .61 1.96 - -------------------------------------------------------------------------------
Much of the reduction in average fuel costs was attributable to Oglethorpe's nuclear units. Fuel savings were particularly significant at Plant Vogtle where average fuel costs declined by 29% in 1993 compared to 1991. The decline was primarily due to the lower cost of replacement fuel relative to the cost of the initial core loading of fuel. These initial fuel supplies were purchased well in advance of commercial operation of these units 28 and carried a significantly higher amount of capitalized interest than subsequent fuel reloads. Additionally, as a result of purchases of nuclear fuel in the spot market, Oglethorpe's costs for nuclear fuel in the last three years have been favorably impacted. The lower amount of production expenses in 1992 compared to 1993 and 1991 was attributable to a reduced number of nuclear refueling outages in 1992. Two of Oglethorpe's nuclear units underwent planned outages in 1992, as compared to three units in both 1993 and 1991. The increase in 1993 in purchased power expenses was the result of a 22% increase in kWh purchases. This increase was, for the most part, necessitated by the greater energy needs of the Members (see "OPERATING REVENUES - SALES TO MEMBERS" herein) and by Oglethorpe's increased off-system energy sales (see "OPERATING REVENUES - SALES TO NON-MEMBERS" herein). The decline in power delivery expenses from 1991 through 1993 was due to the lengthening of maintenance cycles, particularly on substation equipment, and to delays in 1993 by GPC, Oglethorpe's primary transmission maintenance contractor, in performing authorized work. Additionally, in 1991 Oglethorpe incurred a transmission charge of $3.8 million resulting from a greater percentage use of the ITS compared to its projected percentage of investment. (This amount was subsequently returned to Oglethorpe in 1992. See discussion of transmission income adjustment in 1992 under "OPERATING REVENUES - SALES TO NON- MEMBERS" herein.) The increase in sales, administrative and general expense in 1992 compared to 1991 was primarily attributable to increases in property insurance for co-owned plants, expanded marketing programs, and the expenses associated with one-time payments made to separated employees and to the utilization of consultants in a workforce reduction undertaken in 1992. Decreases in depreciation and amortization, income taxes and taxes other than income taxes also contributed to the decrease in total operating expenses in 1992 compared to 1991. These lower expense categories also directly contributed to the substantial amount of margins earned in excess of the 1992 TIER-based goal. (See the discussion below under "OTHER INCOME" concerning the disposition of this excess.) As a result of depreciation studies undertaken by GPC as operating agent in the fall of 1991, Oglethorpe implemented lower depreciation rates for all co-owned generating units. The lower rates are primarily due to a plant life extension program undertaken by GPC for the co-owned units. Property taxes, which constitute the majority of taxes other than income taxes, decreased in 1992 as a result of the favorable resolution of Oglethorpe's property tax appeal with the State of Georgia for the years 1985 through 1988. The negotiated settlement of this appeal resulted in a reduction of 1992 property tax expense in the amount of approximately $7.5 million. Income taxes were substantially lower in 1992 compared to 1991 due to several factors, including lower interest income, less gain in 1992 than in 1991 from the sale of debt service reserve fund securities (see "OTHER INCOME" below) and increased energy sales to GPC and other utilities. These sales to GPC were $16 million higher in 1992, and sales to other utilities were $3 million higher. (See "OPERATING REVENUES - SALES TO NON-MEMBERS" herein.) Oglethorpe deducts both fixed and variable costs from the revenues from these energy sales which generated tax losses resulting in lower taxable income from non-Member sales. OTHER INCOME Interest income decreased in 1993 and in 1992, as a result of lower average interest rates on investments. In 1992 and 1991, Oglethorpe realized the capital appreciation on securities invested for its debt service reserve funds by selling investments bearing coupon yields which were higher than prevailing market rates. The securities sold in 1991 had been held for a number of years and their average rates were substantially higher than market rates at the time of the sale. The 1992 gain captured only the capital appreciation resulting from declining interest rates during the 12 months following the 1991 sale. In 1993, 1992 and 1991, Oglethorpe's Board of Directors authorized the retention of approximately $5 million, $40 million and $12 million, respectively, in excess of the 1.07 TIER margin requirement as deferred margins. The remaining amounts will be available in 1994 and 1995 to mitigate rate increases. Amortization of deferred margins for 1993 was set by Oglethorpe's Board of Directors at $4 million, significantly less than the amounts utilized in 1992 and 1991. (See Note 1 of Notes to Financial Statements for a discussion of deferred margins and amortization of deferred margins.) INTEREST CHARGES Net interest charges declined in 1993 compared to 1992, and in 1992 compared to 1991. The decrease in interest on long-term debt and capital leases in 1993 was due, for the most part, to the refinancing efforts discussed under "LIQUITY AND CAPITAL RESOURCES" herein. Allowance for debt and equity funds used during construction (AFUDC) increased in 1993 and in 1992 as a result of increased construction activity at Rocky Mountain. The decrease in other interest expense in 1993 was primarily due to higher interest expense in 1992 associated with the settlement of the property tax appeal and the federal income tax case. Additionally, Oglethorpe paid a premium in 1992 in connection with its repricing of Federal Financing Bank (FFB) advances at reduced rates. In order to modify the FFB advances, Oglethorpe paid a premium equal to approximately one year's interest on these repriced advances. LIQUIDITY AND CAPITAL RESOURCES In the past, Oglethorpe, like most other G&Ts, has obtained the majority of its long-term financing from REA-guaranteed loans funded by the FFB. Oglethorpe has 29 also obtained a substantial portion of its long-term financing requirements from tax-exempt pollution control bonds (PCBs). In addition, Oglethorpe's operations have consistently provided a sizable contribution to the financing of construction programs, such that internally generated funds have provided interim funding or long-term capital for nuclear fuel reloads, new generation, transmission and general plant facilities, and replacements and additions to existing facilities. Oglethorpe's investment in electric plant, net of depreciation, was approximately $4.5 billion as of December 31, 1993. Expenditures for property additions during 1993 amounted to approximately $235 million, of which $198 million was provided from operations. These expenditures were primarily for the construction of Rocky Mountain and replacements and additions to generation and transmission facilities. As part of its ongoing capital planning, Oglethorpe forecasts expenditures required for generation and transmission facilities and related capital projects. Actual construction costs may vary from the estimates below because of factors such as changes in business conditions, fluctuating rates of load growth, environmental requirements, design changes and rework required by regulatory bodies, delays in obtaining necessary Federal and other regulatory approvals, construction delays, and cost of capital, equipment, material and labor. The table below indicates Oglethorpe's estimated capital expenditures through 1996, including AFUDC:
- ------------------------------------------------------------------------------- CAPITAL EXPENDITURES (DOLLARS IN THOUSANDS) Year Generation(1) Transmission Rocky Mtn.(2) General Total - ------------------------------------------------------------------------------- 1994 $ 84,982 $ 60,966 $118,055 $20,384(3) $284,387 1995 85,389 52,319 61,493 5,015 204,216 1996 90,231 53,285 882 3,239 147,637 -------- -------- -------- ------- -------- Total $260,602 $166,570 $180,430 $28,638 $636,240 -------- -------- -------- ------- -------- -------- -------- -------- ------- -------- (1) CONSISTS OF CAPITAL EXPENDITURES REQUIRED FOR REPLACEMENTS AND ADDITIONS TO FACILITIES IN SERVICE, COMPLIANCE WITH ENVIRONMENTAL REGULATIONS, NUCLEAR FUEL RELOADS AND THE PURCHASE OF RAILCARS. (2) INCLUDES RELATED TRANSMISSION FACILITIES AND ADDITIONS, RENEWALS AND REPLACEMENTS TO ROCKY MOUNTAIN AFTER ITS IN-SERVICE DATE. (3) CONSISTS PRIMARILY OF DEVELOPMENT COSTS RELATED TO AN ENERGY CONTROL SYSTEM. - -------------------------------------------------------------------------------
Based on its current construction budget, Oglethorpe anticipates that it will fund all capital expenditures through 1996, other than for Rocky Mountain, from operations. In 1988, Oglethorpe acquired from GPC an undivided ownership interest in Rocky Mountain and assumed responsibility for its construction and operation. As of December 31, 1993, Rocky Mountain was approximately 90% complete and Oglethorpe's investment in the project was $414 million. Oglethorpe is financing its share of Rocky Mountain from the proceeds of an REA-guaranteed loan funded through the FFB. As of December 31, 1993, $248 million had been advanced under this loan and $459 million remained available to be drawn as permanent financing for Rocky Mountain. Oglethorpe intends to finance all direct expenditures and capitalized interest associated with the construction of Rocky Mountain through such FFB loan, and management believes the amounts remaining to be drawn under such loan are more than adequate to complete the project. The obligation to advance funds under this loan, however, is subject to certain conditions, including the requirement that Oglethorpe maintain an annual TIER of at least 1.0 and that the REA shall not have determined that there has occurred any material adverse change in the assets, liabilities, operations or financial condition of Oglethorpe or any circumstances involving the nature or operation of the business of Oglethorpe. In management's opinion, no such material adverse change has occurred. The current schedule anticipates commercial operation in early 1995. Oglethorpe has a commercial paper program under which it may issue commercial paper not to exceed $355 million outstanding at any one time. The commercial paper may be used as a source of short-term funds and is not designated for any specific purpose. Oglethorpe's commercial paper is backed 100% by a committed line of credit provided by a group of banks for which Trust Company Bank acts as agent. Historically, Oglethorpe has not relied on commercial paper for short-term funding due to the availability of internally generated funds and has never utilized the backup line of credit. Oglethorpe has also arranged one committed and two uncommitted lines of credit to provide additional sources of short-term financing. As of December 31, 1993, Oglethorpe's short-term credit facilities were as follows:
- -------------------------------------------------------------------------------- SHORT-TERM CREDIT FACILITIES AUTHORIZED AMOUNT - -------------------------------------------------------------------------------- Commercial Paper . . . . . . . . . . . . . . . . . . . . . $355,000,000 National Bank for Cooperatives (CoBank). . . . . . . . . . 70,000,000 National Rural Utilities Cooperative Finance Corporation (CFC). . . . . . . . . . . . . . . . 50,000,000 Trust Company Bank (Committed) . . . . . . . . . . . . . . 30,000,000 - --------------------------------------------------------------------------------
The maximum amount that can be outstanding at any one time under the commercial paper program and the lines of credit totals $425 million due to certain restrictions contained in the CFC and Trust Company Bank line of credit agreements. As of December 31, 1993, no commercial paper was outstanding and there was no outstanding balance on any line of credit. As part of a March 1993 PCB refinancing transaction involving two forward interest rate swap agreements, Oglethorpe is obligated to maintain minimum liquidity in an amount equal to 25% of the principal amount of the variable rate refunding bonds issued or to be issued in connection therewith. This minimum liquidity requirement currently equals $81 million and will decrease proportionately as such variable rate refunding bonds are retired. The minimum liquidity must consist of (a) any combination of (i) amounts available under committed lines of credit and commercial paper programs to pay termination payments, if any, due upon early termination of the forward interest rate swap transactions, (ii) cash, (iii) United States government securities, and (iv) accounts receivable due within 30 days, less (b) monetary 30 obligations due within 30 days. As of December 31, 1993, Oglethorpe had approximately $467 million of such liquidity available to meet this requirement. Oglethorpe's scheduled maturities of long-term debt over the next five years total $425 million. Of this amount, $299 million, or seventy percent, relates to the repayment of REA and FFB debt. REFINANCING TRANSACTIONS Over the past few years, Oglethorpe has implemented a program to reduce its interest costs by refinancing or prepaying a sizable portion of its high- interest PCB and FFB debt. Several transactions were completed in 1993 and early 1994, covering approximately $1.3 billion in existing PCB and FFB debt (See Note 5 of Notes to Financial Statements.) The net result of the 1993 transactions was to reduce the average interest rate on total long-term debt from 8.18% at December 31, 1992 to 7.94% at December 31, 1993. The average interest rate was further reduced to 7.13% as a result of the transactions completed in early 1994. In March 1993, Oglethorpe entered into two forward interest rate swap agreements totaling $322 million to refinance $364 million of existing high- interest PCBs. Through this forward swap transaction, Oglethorpe arranged synthetic fixed rate financing at an average effective rate of 6.15% for $200 million of variable rate refunding bonds which were issued on November 30, 1993 and $122 million of variable rate refunding bonds to be issued in the fall of 1994. Interest savings totaling $9.1 million and an additional $4.3 million will occur during the first full year following each respective issuance. In February 1994, Oglethorpe refunded $205 million of PCBs through an issuance of $195 million of fixed rate refunding bonds. With an effective interest rate of 4.8%, this transaction will generate net interest savings of about $10.5 million during the first full year. Oglethorpe expects to achieve additional interest savings through a $35 million current refunding of PCBs in the fall of 1994. In addition to these refinancings, Oglethorpe has also recently taken certain actions to reduce the interest expense on its FFB debt. In January 1993, Oglethorpe prepaid six FFB advances totaling $75 million with interest rates exceeding 10%. These advances, which had become at least 12 years old, were prepaid with one year's interest premium. The net annual average savings in the first full year are $6.9 million. During 1993, Oglethorpe pursued refinancing all of its approximately $3 billion in outstanding REA and FFB debt (the REA Indebtedness) through the issuance of bonds in the public market which would have resulted in Oglethorpe exiting the REA program (the REA Refinancing). In January 1994, FFB advised Oglethorpe that the Department of the Treasury would not take certain actions requested to facilitate the REA Refinancing. Oglethorpe continues to believe that an REA Refinancing is in its long-term best interest and will continue to evaluate options to exit the REA program. If the REA Refinancing were to be consummated, it would require, among other things, a substitution of the REA Mortgage with a trust indenture which would secure all of Oglethorpe's first lien indebtedness, regulation of Oglethorpe's rates by the Federal Energy Regulatory Commission, and certain amendments to the wholesale power contracts between Oglethorpe and each of its Members. Oglethorpe's management is unable to give any assurance at this time that Oglethorpe will be able to effect the REA Refinancing, or, if so, on what terms and conditions. Although Oglethorpe continues to pursue the REA Refinancing, it has taken advantage of an option currently available to reduce the interest expense on its FFB debt. At the beginning of 1994, Oglethorpe had over $1 billion of advances that had been outstanding for more than 12 years under notes to the FFB that were eligible to be modified to reduce their interest rates. In two separate transactions in early 1994, Oglethorpe modified certain FFB notes and thereby reduced the interest rates on approximately $795 million of advances. In connection with such note modification, a premium was paid in an amount equal to one year's interest on the advances of approximately $64 million, which will be expensed over the longest remaining life of the subject advances, which is 22 years. These transactions will generate net interest savings of $18.5 million in the first full year. Oglethorpe may elect to reduce the interest rates on approximately $250 million of additional FFB advances through this note modification process. The timing of such election depends on the magnitude of the interest rate savings that can be achieved. Oglethorpe is also evaluating and may seek to reduce its interest expense by refinancing certain of its other FFB notes upon payment of a premium as permitted under the recently enacted Section 306C of the Rural Electrification Act. Under 306C, an FFB borrower is able to refinance its outstanding indebtedness at interest rates based on the then current Treasury rates upon payment of a premium. Based on current interest rates and the premium that would be due under Section 306C, Oglethorpe is evaluating refinancing a portion of its FFB indebtedness and financing at least a portion of the premium. Oglethorpe's management has not determined whether Oglethorpe will avail itself of such refinancing option. MISCELLANEOUS As with utilities generally, inflation has the effect of increasing the cost of Oglethorpe's operations and construction program. Operating and construction costs have been less affected by inflation over the last few years because rates of inflation have been relatively low. The implementation of recently released pronouncements of the Financial Accounting Standards Board, including Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and Statement No. 112, "Employer's Accounting for Postemployment Benefits", are not expected to have a material effect on Oglethorpe's results of operations. 31 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OGLETHORPE POWER CORPORATION INDEX TO FINANCIAL STATEMENTS
Page ---- Statements of Revenues and Expenses, For the Years Ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Statements of Patronage Capital, For the Years Ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Balance Sheets, As of December 31, 1993 and 1992 . . . . . . . . . . . . . . . . 34 Statements of Capitalization, As of December 31, 1993 and 1992 . . . . . . . . . 36 Statements of Cash Flows, For the Years Ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 38 Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . 48
32 STATEMENTS OF REVENUES AND EXPENSES - ------------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS) 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------ OPERATING REVENUES (NOTE 1): Sales to Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 899,720 $ 816,000 $ 763,657 Sales to non-Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,940 268,763 300,293 --------- --------- --------- TOTAL OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100,660 1,084,763 1,063,950 --------- --------- --------- OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,342 167,288 165,168 Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,972 115,915 130,041 Purchased power (Note 10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271,970 230,510 229,898 Power delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,286 17,804 20,443 Sales, administrative and general. . . . . . . . . . . . . . . . . . . . . . . . . 30,590 32,774 28,930 Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . 128,060 126,047 135,152 Taxes other than income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 23,328 15,668 22,827 Income taxes (Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,820 3,966 19,595 --------- --------- --------- TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 776,368 709,972 752,054 --------- --------- --------- OPERATING MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 324,292 374,791 311,896 --------- --------- --------- OTHER INCOME (EXPENSE): Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,316 29,218 40,814 Gain on sale of debt service reserve fund securities . . . . . . . . . . . . . . . - 3,884 32,449 Amortization of deferred gains (Notes 2 and 6) . . . . . . . . . . . . . . . . . . 12,532 12,486 12,482 Amortization of proceeds from sale of income tax benefits (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . 8,102 8,102 8,102 Amortization of deferred margins (Note 1) . . . . . . . . . . . . . . . . . . . . 4,138 35,973 31,000 Deferred margins (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,083) (40,464) (11,703) Co-owner inventory settlement (Note 7) . . . . . . . . . . . . . . . . . . . . . . - (4,827) - Allowance for equity funds used during construction (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,278 1,377 782 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,542) 179 (485) --------- --------- --------- TOTAL OTHER INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,741 45,928 113,441 --------- --------- --------- INTEREST CHARGES: Interest on long-term debt and capital leases . . . . . . . . . . . . . . . . . . 367,439 392,454 398,999 Other interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,539 17,049 7,357 Allowance for debt funds used during construction (Note 1) . . . . . . . . . . . . (29,988) (20,255) (13,111) Amortization of debt discount and expense . . . . . . . . . . . . . . . . . . . . 4,662 3,999 3,647 --------- --------- --------- NET INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,652 393,247 396,892 --------- --------- --------- MARGIN BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE . . . . . . . . . . . . . . . . . . . . . . . . 12,381 27,472 28,445 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,340 - - --------- --------- --------- NET MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,721 $ 27,472 $ 28,445 --------- --------- --------- --------- --------- ---------
STATEMENTS OF PATRONAGE CAPITAL - ------------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS) 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------ PATRONAGE CAPITAL AND MEMBERSHIP FEES-BEGINNING OF YEAR (NOTE 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 264,261 $ 236,789 $ 217,895 NET MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,721 27,472 28,445 PATRONAGE CAPITAL RETIREMENTS DECLARED . . . . . . . . . . . . . . . . . . . . . . - - (9,551) --------- --------- --------- PATRONAGE CAPITAL AND MEMBERSHIP FEES-END OF YEAR. . . . . . . . . . . . . . . . . . $ 289,982 $ 264,261 $ 236,789 --------- --------- --------- --------- --------- --------- CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH CURRENT YEAR PRESENTATION. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
33 BALANCE SHEETS - ------------------------------------------------------------------------------- DECEMBER 31, 1993 AND 1992
- --------------------------------------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) ASSETS 1993 1992 - --------------------------------------------------------------------------------------------------------------------- ELECTRIC PLANT (NOTES 1, 2, 5 AND 6) In service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,047,739 $ 4,980,279 Less: Accumulated provision for depreciation. . . . . . . . . . . . . . . . . (1,110,296) (989,892) ------------ ------------ 3,937,443 3,990,387 Nuclear fuel, at amortized cost . . . . . . . . . . . . . . . . . . . . . . . 110,177 123,627 Plant acquisition adjustments, at amortized cost. . . . . . . . . . . . . . . 7,336 8,397 Construction work in progress . . . . . . . . . . . . . . . . . . . . . . . . 450,965 322,628 ------------ ------------ 4,505,921 4,445,039 ------------ ------------ INVESTMENTS AND FUNDS, AT COST: Bond, reserve and construction funds (Note 4) . . . . . . . . . . . . . . . . 110,390 163,964 Decommissioning fund (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . 56,911 47,921 Investment in associated organizations (Note 3) . . . . . . . . . . . . . . . 19,123 19,909 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486 644 ------------ ------------ 186,910 232,438 ------------ ------------ CURRENT ASSETS: Cash and temporary cash investments, at cost (Note 1) . . . . . . . . . . . . 244,173 275,624 Other short-term investments, at cost . . . . . . . . . . . . . . . . . . . . - 66,165 Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,274 75,146 Inventories, at average cost (Note 7) . . . . . . . . . . . . . . . . . . . . 86,468 93,640 Prepayments and other current assets. . . . . . . . . . . . . . . . . . . . . 14,763 17,132 ------------ ------------ 427,678 527,707 ------------ ------------ DEFERRED CHARGES: Premium and loss on reacquired debt, being amortized (Note 5) . . . . . . . . 91,981 48,076 Deferred amortization of Scherer leasehold (Note 2) . . . . . . . . . . . . . 71,559 61,880 Deferred debt expense being amortized . . . . . . . . . . . . . . . . . . . . 21,527 24,735 Discontinued project, being amortized (Note 6). . . . . . . . . . . . . . . . 18,314 19,722 ------------ ------------ 203,381 154,413 ------------ ------------ $ 5,323,890 $ 5,359,597 ------------ ------------ ------------ ------------ CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH CURRENT YEAR PRESENTATION.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS. 34
- --------------------------------------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) EQUITY AND LIABILITIES 1993 1992 - --------------------------------------------------------------------------------------------------------------------- CAPITALIZATION (SEE ACCOMPANYING STATEMENTS): Patronage capital and membership fees (Note 1). . . . . . . . . . . . . . . . $ 289,982 $ 264,261 Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,058,251 4,095,796 Obligation under capital leases (Note 2). . . . . . . . . . . . . . . . . . . 303,458 302,061 ------------ ------------ 4,651,691 4,662,118 ------------ ------------ CURRENT LIABILITIES: Long-term debt due within one year. . . . . . . . . . . . . . . . . . . . . . 78,644 133,136 Deferred margins and Vogtle surcharge to be refunded within one year (Note 1). . . . . . . . . . . . . . . . . . . . . 26,777 5,738 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,186 64,535 Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,702 59,323 Accrued and withheld taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 9,401 3,660 Energy cost billed in excess of actual (Note 1`). . . . . . . . . . . . . . . 11,456 29,318 Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 40,234 22,456 ------------ ------------ 337,400 318,166 ------------ ------------ DEFERRED CREDITS AND OTHER LIABILITIES: Gain on sale of plant, being amortized (Notes 2). . . . . . . . . . . . . . . 65,550 67,892 Gain on sale of Scherer common facilities, being amortized (Note 6) . . . . . 7,644 17,835 Sale of income tax benefits, being amortized (Note 6) . . . . . . . . . . . . 66,838 74,939 Accumulated deferred income taxes (Note 1). . . . . . . . . . . . . . . . . . 65,510 77,225 Deferred margins and Vogtle surcharge (Note 1). . . . . . . . . . . . . . . . 21,083 42,777 Decommissioning reserve (Note 1). . . . . . . . . . . . . . . . . . . . . . . 90,476 77,490 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,698 21,155 ------------ ------------ 334,799 379,313 ------------ ------------ COMMITMENTS AND CONTINGENCIES (NOTES 2,6,9 AND 10) $ 5,323,890 $ 5,359,597 ------------ ------------ ------------ ------------
35 STATEMENTS OF CAPITALIZATION - ------------------------------------------------------------------------------- DECEMBER 31, 1993 AND 1992
(dollars in thousands) 1993 1992 - ------------------------------------------------------------------------------------------------------------------------------ LONG-TERM DEBT (NOTE 5): Mortgage notes payable to the Federal Financing Bank (FFB) at interest rates varying from 6.61% to 10.95% (average rate of 8.367% at December 31, 1993) due in quarterly installments . . . . . . . . . . . . . . $ 3,040,767 $ 3,111,160 Mortgage notes payable to the Rural Electrification Administration (REA) at an interest rate of 5% due in monthly installments . . . . . . . . . . . . . . . . . . 23,927 24,365 Mortgage notes issued in conjunction with the sale by public authorities of pollution control revenue bonds: - Series 1978 Serial bonds, 6.00% to 6.40%, due serially through 1999 . . . . . . . . . . . . . . 5,440 6,180 Term bonds, 6.80%, due 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,700 16,700 - Series 1982 Serial bonds, 10.00% to 10.60%, due serially through 1997. . . . . . . . . . . . . . 23,195 27,740 - Series 1984 Serial bonds, 9.50% to 10.50%, due serially through 2000 . . . . . . . . . . . . . . 61,800 67,790 Term bonds, 7.00% to 10.63%, due 2004 to 2014. . . . . . . . . . . . . . . . . . . . 119,135 270,965 - Series 1984B Serial bonds, 9.75% to 10.50%, due serially through 2000 . . . . . . . . . . . . . . 11,530 25,910 Term bonds, 10.50%, due 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 69,080 - Series 1985 Serial bonds, 8.50% to 9.50%, due serially through 2001. . . . . . . . . . . . . . . 29,290 31,770 Term bonds, 7.50% to 9.88%, due 2005 to 2017 . . . . . . . . . . . . . . . . . . . . 141,890 141,890 - Series 1992A Adjustable tender bonds, 2.10% to 2.65%, due 2025 . . . . . . . . . . . . . . . . . 216,925 216,925 Serial bonds, 3.85% to 6.80%, due serially from 1994 through 2012. . . . . . . . . . 143,710 143,710 - Series 1992 Term bonds, 7.50% to 8.00%, due 2003 to 2022 . . . . . . . . . . . . . . . . . . . . 92,130 92,130 - Series 1993A Adjustable tender bonds, 3.10%, due 2016 . . . . . . . . . . . . . . . . . . . . . . 199,690 - National Bank for Cooperatives (CoBank) notes payable: - Headquarters note payable: $5.4 million fixed at 7.40% through April 1995, $0.5 million fixed at 6.35%-7.35% to April 1995; due in quarterly installments through January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . 5,938 6,328 - Transmission note payable: fixed at 7.40% through April 1995; due in bimonthly installments through November 1, 2018 . . . . . . . . . . . . . . . 2,296 2,310 - Transmission note payable: fixed at 7.25% through April 1995; due in bimonthly installments through September 1, 2019 . . . . . . . . . . . . . . 8,751 8,798 ---------- ----------- 4,143,114 4,263,751 Less: Unamortized debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,219) (34,819) ---------- ----------- Total long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,136,895 4,228,932 Less: Amount due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,644) (133,136) ---------- ----------- TOTAL LONG-TERM DEBT, EXCLUDING AMOUNT DUE WITHIN ONE YEAR . . . . . . . . . . . . . . . . . . 4,058,251 4,095,796 OBLIGATION UNDER CAPITAL LEASES (NOTE 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 303,458 302,061 PATRONAGE CAPITAL AND MEMBERSHIP FEES (NOTE 1) . . . . . . . . . . . . . . . . . . . . . . . . 289,982 264,261 ---------- ----------- TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,651,691 $ 4,662,118 ---------- ----------- ---------- -----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 36 STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS) 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,721 $ 27,472 $ 28,445 -------- -------- -------- Adjustments to reconcile net margin to net cash provided by operating activities: Cumulative effect of change in accounting for income taxes . . . . . . . . (13,340) - - Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 180,221 188,285 203,770 Amortization of deferred gains . . . . . . . . . . . . . . . . . . . . . . (12,532) (12,486) (12,482) Deferred margins and amortization of deferred margins. . . . . . . . . . . 945 4,491 (19,297) Amortization of proceeds from sale of income tax benefits. . . . . . . . . (8,102) (8,102) (8,102) Interest on decommissioning reserve . . . . . . . . . . . . . . . . . . . 7,356 5,443 5,850 Gain on sale of bond fund investments . . . . . . . . . . . . . . . . . . - (3,884) (32,449) Allowance for equity funds used during construction. . . . . . . . . . . . (2,278) (1,377) (782) Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 1,625 2,459 19,595 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13) (3,066) 1,118 Change in net current assets, excluding long-term debt due within one year and deferred margins and Vogtle surcharge to be refunded within one year: Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,128) 371 (3,956) Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,172 (1,670) (6,865) Prepayments and other current assets . . . . . . . . . . . . . . . . . 2,369 (3,043) 109 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,349) 1,106 19,109 Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,379 (1,238) (147) Accrued and withheld taxes . . . . . . . . . . . . . . . . . . . . . . 5,741 (14,505) (55) Energy cost billed in excess of actual . . . . . . . . . . . . . . . . (17,862) 29,318 - Other current liabilities . . . . . . . . . . . . . . . . . . . . . . 15,542 (7,532) (3,993) -------- -------- -------- Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,746 174,570 161,423 -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . 232,467 202,042 189,868 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (235,285) (232,283) (225,021) Net proceeds from bond, reserve and construction funds . . . . . . . . . . . . 53,574 15,957 35,024 Decrease in investment in associated organizations . . . . . . . . . . . . . . 786 1,213 824 Decrease (increase) in other short-term investments . . . . . . . . . . . . . 66,165 (66,165) - Release of safe harbor lease indemnity fund . . . . . . . . . . . . . . . . - - 120,000 Increase in decommissioning fund . . . . . . . . . . . . . . . . . . . . . . . (8,990) (6,841) (7,259) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158 (158) (486) -------- -------- -------- NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . (123,592) (288,277) (76,918) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt proceeds, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,675 579,938 51,157 Debt payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (369,962) (554,029) (40,550) Patronage capital retirements . . . . . . . . . . . . . . . . . . . . . . . . - (9,551) (4,877) Return of Vogtle surcharge . . . . . . . . . . . . . . . . . . . . . . . . . . (1,600) (5,085) (990) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,439) (144) (203) -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES . . . . . . . . . . . . . . (140,326) 11,129 4,537 -------- -------- -------- NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . (31,451) (75,106) 117,487 CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR . . . . . . . . . . . . 275,624 350,730 233,243 -------- -------- -------- CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR . . . . . . . . . . . . . . . $ 244,173 $ 275,624 $ 350,730 -------- -------- -------- -------- -------- -------- CASH PAID FOR: Interest (net of amounts capitalized) . . . . . . . . . . . . . . . . . . . . $ 289,255 $ 388,117 $ 386,450 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,658 43 -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 37 NOTES TO FINANCIAL STATEMENTS - ---------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. BASIS OF ACCOUNTING Oglethorpe Power Corporation (Oglethorpe) follows generally accepted accounting principles and the practices prescribed in the Uniform System of Accounts of the Federal Energy Regulatory Commission (FERC) as modified and adopted by the Rural Electrification Administration (REA). B. ELECTRIC PLANT Electric plant is stated at original cost, which is the cost of the plant when first dedicated to public service, plus the cost of any subsequent additions. Cost includes an allowance for the cost of equity and debt funds used during construction. The cost of equity and debt funds is calculated at the embedded cost of all such funds. The plant acquisition adjustments represent the excess of the cost of the plant to Oglethorpe over the original cost, less accumulated depreciation at the time of acquisition, and are being amortized over a ten-year period. Maintenance and repairs of property and replacements and renewals of items determined to be less than units of property are charged to expense. Replacements and renewals of items considered to be units of property are charged to the plant accounts. At the time properties are disposed of, the original cost, plus cost of removal, less salvage of such property, is charged to the accumulated provision for depreciation. C. OPERATING REVENUES Sales to Members consist primarily of electricity sales pursuant to long-term wholesale power contracts which Oglethorpe maintains with each of its 39 retail electric distribution cooperatives (Members). These wholesale power contracts obligate each Member to pay Oglethorpe for capacity and energy furnished in accordance with rates established by Oglethorpe. Energy furnished is determined based on meter readings which are conducted at the end of each month. For the year ended December 31, 1993, revenues from Cobb EMC, one of Oglethorpe's Members, accounted for 10.3% of Oglethorpe's total revenues. Prior to 1993, no individual Member accounted for 10% or more of Oglethorpe's total revenues. Sales to non-Members consist primarily of capacity and energy sales to Georgia Power Company (GPC) under terms of sell-back agreements entered into when Oglethorpe purchased interests in certain of GPC's generation facilities. Pursuant to these agreements, GPC purchases from Oglethorpe a declining fractional part of the capacity and energy during the first seven to ten years of an applicable generating unit's commercial operation. The portion of Oglethorpe's capacity and energy retained by GPC is shown as follows: - ---------------------------------------------------------------------------- Fractional Part of Capacity and Energy Retained by GPC during Contract Year Ended May 31 - ----------------------------------------------------------------------------
Generating Unit 1994 1993 1992 1991 - ---------------------------------------------------------------------------- Plant Scherer, Unit No. 1 -- -- -- 6/60 Plant Scherer, Unit No. 2 -- 6/60 12/60 18/60 Plant Vogtle, Unit No. 1 4/30 8/30 11/30 14/30 Plant Vogtle, Unit No. 2 8/30 11/30 14/30 17/30 - ----------------------------------------------------------------------------
Pursuant to these sell-back agreements and to other contractual arrangements with GPC, revenues from GPC accounted for approximately 15%, 24%, and 28% of Oglethorpe's total revenues in 1993, 1992, and 1991, respectively. D. DEPRECIATION Depreciation is computed on additions when they are placed in service using the composite straight-line method. Annual depreciation rates in effect in 1993, 1992 and 1991 were as follows:
- ---------------------------------------------------------------------------- 1993 1992 1991 - ---------------------------------------------------------------------------- Steam production 2.66% 2.66% 2.73% Nuclear production 2.83% 2.74% 3.09% Hydro production 2.00% 2.00% 2.00% Other production 1.09% 1.09% 1.14% Transmission 2.75% 2.75% 2.75% Distribution 2.88% 2.88% 2.88% General 2.00-17.00% 2.00-17.00% 2.00-17.00% - ----------------------------------------------------------------------------
Oglethorpe's portion of the cost of decommissioning co-owned nuclear facilities, based on current price levels and decommissioning promptly after the unit is taken out of service, is estimated at approximately $71,000,000 for Hatch Unit No. 1, $93,000,000 for Hatch Unit No. 2, $79,000,000 for Vogtle Unit No.1 and $99,000,000 for Vogtle Unit No. 2. The depreciation rate for nuclear production includes a factor to provide for such expected cost of decommissioning. Oglethorpe accounts for this provision for decommissioning as depreciation expense with an offsetting credit to a decommissioning reserve. Imputed interest calculated based on current investment rates is applied to the decommissioning reserve balance and charged to interest expense. The estimates for the expected cost of decommissioning and the corresponding decommissioning factor in the depreciation rate are adjusted periodically to reflect changing price levels and technology. 38 In compliance with a Nuclear Regulatory Commission (NRC) regulation, Oglethorpe maintains an external trust fund to provide for a portion of the cost of decommissioning its nuclear facilities. The NRC regulation requires funding levels based on average expected cost to decommission only the radioactive portions of a typical nuclear facility. Investment earnings generated from the external trust fund increase the decommissioning fund and interest income. E. NUCLEAR FUEL COST The cost of nuclear fuel, including a provision for the disposal of spent fuel, is being amortized to fuel expense based on usage. The total nuclear fuel expense for 1993, 1992 and 1991 amounted to $49,647,000, $55,804,000 and $62,349,000, respectively. Contracts with the U.S. Department of Energy (DOE) have been executed to provide for the permanent disposal of spent nuclear fuel for the life of Plant Hatch and Plant Vogtle. The services to be provided by DOE are scheduled to begin in 1998. However, the actual year that these services will begin is uncertain. The Plant Hatch spent fuel storage is expected to be sufficient into 2003. The Plant Vogtle spent fuel storage is expected to be sufficient into 2009. If DOE does not begin receiving spent fuel from Plant Hatch in 2003 or from Plant Vogtle in 2009, alternative spent fuel storage will be needed. The Energy Policy Act of 1992 requires that utilities with nuclear plants be assessed, over the next 15 years, an amount which will be used by DOE for the decontamination and decommissioning of its nuclear fuel enrichment facilities. The amount of each utility's assessment is based on its past purchases of nuclear fuel enrichment services from DOE. Based on its ownership in Plants Hatch and Vogtle, Oglethorpe has recorded a nuclear fuel asset of approximately $20,000,000, which is being amortized to nuclear fuel expense over the 15-year assessment period. Oglethorpe has also recorded, net of sell-back, an obligation to DOE which approximated $14,000,000 at December 31, 1993. F. PATRONAGE CAPITAL AND MEMBERSHIP FEES Oglethorpe is organized and operates as a cooperative. The Members paid a total of $195 in membership fees. Patronage capital is the retained net margin of Oglethorpe. As provided in the bylaws, any excess of revenue over expenditures from operations is treated as advances of capital by the Members and is allocated to each of them on the basis of their electricity purchases from Oglethorpe. The margin and patronage capital retirements policy adopted by the Oglethorpe Board of Directors in 1992 extended from 13 years to 30 years the period that each year's net margin will be retained by Oglethorpe. Pursuant to the previous 13-year patronage capital retirement schedule, 1978 patronage capital assignments were retired in 1992, and 1977 assignments in 1991. Under the new 30-year retirement schedule, no patronage capital would be returned to the Members until 2010, at which time the 1979 patronage capital would be returned. G. INCOME TAX ACCOUNTING Oglethorpe is a not-for-profit membership corporation subject to Federal, State of Georgia and State of Alabama income taxes. For years 1981 and prior, Oglethorpe claimed tax-exempt status under Section 501(c)(12) of the Internal Revenue Code of 1954, as amended (the Code). In 1982, Oglethorpe reported as a taxable entity as a result of income received by it from GPC under the capacity and energy sell-back agreement applicable to Scherer Unit No. 1. In connection with its 1985 tax return. Oglethorpe made an election under Section 168(j)(4)(E)(ii) of the Code to remain taxable from 1985 until at least 2005 without regard to the amount of its income from GPC or other non-Members. As a taxable electric cooperative, Oglethorpe has annually allocated its income and deductions between Member and non-Member activities. Any Member taxable income has been offset with a patronage exclusion. As of January 1, 1993, Oglethorpe prospectively adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". In adopting SFAS No. 109, Oglethorpe recorded a $13,340,000 reduction in accumulated deferred income taxes and an increase in income from the cumulative effect of a change in accounting principle. SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the differences between the financial and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. A detail of the provision for income taxes in 1993, 1992 and 1991 is shown as follows:
- --------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 1992 1991 - --------------------------------------------------------------------------- Current Federal $ -- $ -- $ -- State 195 1,507 -- --------- -------- -------- 195 1,507 -- --------- -------- -------- Deferred Federal 1,820 4,127 17,541 State (195) (1,668) 2,054 --------- -------- -------- 1,625 2,459 19,595 --------- -------- -------- Income taxes charged to operations $ 1,820 $ 3,966 $ 19,595 --------- -------- -------- --------- -------- -------- - ---------------------------------------------------------------------------
39 The difference between the statutory federal income tax rate on income before income taxes and accounting changes and Oglethorpe's effective income tax rate is summarized as follows:
- ------------------------------------------------------------------------------ 1993 1992 1991 - ------------------------------------------------------------------------------ Statutory federal income tax rate 35.0% 34.0% 34.0% Patronage exclusion (35.1%) (21.6%) 4.3% Other 0.1% 0.7% (1.8%) Effect of increase in statutory rate 12.8% 0.0% 0.0% ---- ---- ---- Effective income tax rate 12.8% 13.1% 36.5% ---- ---- ---- ---- ---- ---- - ------------------------------------------------------------------------------
The components of the net deferred tax liabilities as of December 31, 1993 were as follows:
- ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 - ----------------------------------------------------------------------------- Deferred tax assets: Net operating losses $ 471,069 Member loss carryforwards 363,140 Accounting for safe harbor leases 102,886 Tax credits 252,701 Patronage exclusions available 39,149 Accounting for asset dispositions 38,381 Accrued nuclear decommissioning expense 29,324 Other 8,002 --------- 1,304,652 Less: Valuation allowance (252,701) --------- 1,051,951 --------- Deferred tax liabilities: Depreciation (1,068,396) Accounting for debt extinguishment (34,114) Other (14,951) --------- (1,117,461) --------- Net deferred tax liabilities $ (65,510) --------- --------- - -----------------------------------------------------------------------------
Oglethorpe has federal tax net operating loss carryforwards (NOLs) and unused general business credits (consisting primarily of investment tax credits) as follows:
- ------------------------------------------------------------- (DOLLARS IN THOUSANDS) Expiration Date Tax Credits NOLs - ------------------------------------------------------------- 1997 $ 11,197 $ - 1998 6,934 - 1999 37,206 - 2000 3,198 - 2001 7,264 - 2002 130,392 146,362 2003 652 253,665 2004 55,669 114,285 2005 189 213,080 2006 - 209,009 2007 - 86,779 2008 - 102,262 -------- --------- $ 252,701 $1,125,442 -------- --------- -------- --------- - -------------------------------------------------------------
Based on Oglethorpe's historical taxable transactions and the timing of the reversal of existing temporary differences, management believes it is more likely than not that Oglethorpe's future taxable income will be sufficient to realize the benefit of the NOLs existing at December 31, 1993 before their respective expiration dates. However, as reflected in the above valuation allowance, management does not believe it is more likely than not that the tax credits will be utilized before expiration. During 1992 and 1991, deferred income taxes were provided for significant timing differences between revenues and expenses for tax and financial statement purposes. The source and deferred tax effect of these differences are summarized as follows:
- ---------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1992 1991 - ---------------------------------------------------------------------------- Excess of tax over book depreciation $ 16,524 $ 75,042 Difference in recognition of gain/loss on asset dispositions 6,475 6,832 Difference in accounting for safe harbor leases 6,022 5,487 Accrued nuclear decommissioning expense (558) (740) Difference in accounting for debt extinguishment 6,956 - Adjustments to book accrued liabilities 3,514 (425) Difference in recognition of cost of discontinued project (532) 8,178 Other (67) (464) Portion of the above differences not reflected in expense due to net operating losses (35,875) (74,315) ------- ------- $ 2,459 $ 19,595 ------- ------- ------- ------- - ----------------------------------------------------------------------------
H. MARGIN POLICY Oglethorpe's margin policy is based on the provision of a Times Interest Earned Ratio (TIER) established annually by the Oglethorpe Board of Directors. For 1993, 1992, and 1991, the margin goal was the amount required to produce a TIER of 1.07. Oglethorpe's Board of Directors adopted a new margin and patronage capital retirements policy in 1992. Pursuant to the new policy, the annual net margin goal will be the amount required to produce a TIER of 1.07 each year through 1995, 1.08 in 1996, 1.09 in 1997 and 1.10 in 1998 and thereafter. The Oglethorpe Board of Directors adopted resolutions annually requiring that Oglethorpe's net margins for the years 1985 through 1993 in excess of its annual margin goals be deferred and used to mitigate rate increases associated with Plant Vogtle. In addition, during 1986 and 1987, Oglethorpe's wholesale electric rate to its Members provided for a one mill per kilowatt-hour charge (Vogtle Surcharge), also to be used to mitigate the effect of Plant Vogtle on rates. In addition, two of Oglethorpe's Members, with the concurrence of REA, elected to increase the level of this charge for their systems during this period. 40 Pursuant to rate actions by Oglethorpe's Board of Directors, specified amounts of deferred margins and Vogtle Surcharge were returned in 1989 through 1993 and will be returned in 1994. A summary of deferred margins and Vogtle Surcharge as of December 31, 1993 and 1992 is as follows:
- --------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 1992 - --------------------------------------------------------------------------- Deferred margins: 1985-90 $ 113,385 $ 113,385 1991 11,703 11,703 1992 40,464 40,464 1993 5,083 - -------- -------- 170,635 165,552 Vogtle Surcharge: 1986-87 36,613 36,613 -------- -------- Subtotal 207,248 202,165 Less: Amounts returned in: 1989-90 (80,602) (80,602) 1991 (31,990) (31,990) 1992 (41,058) (41,058) 1993 (5,738) (5,738) 1994 (26,777) - -------- -------- Balance* $ 21,083 $ 42,777 -------- -------- -------- -------- * THE PORTION RELATING TO AMOUNTS PROVIDED VOLUNTARILY BY TWO OF OGLETHORPE'S MEMBERS WAS APPROXIMATELY $3,320,000 OF THE BALANCE AT DECEMBER 31, 1993.
- --------------------------------------------------------------------------- I. CASH AND TEMPORARY CASH INVESTMENTS Oglethorpe considers all temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Temporary cash investments with maturities of more than three months are classified as other short-term investments. J. ENERGY COST BILLED IN EXCESS OF ACTUAL Oglethorpe's wholesale power rate sets forth the manner in which energy costs are to be recovered from its Members. The rate in effect for 1993 and 1992 provided that an energy rate be determined based on projected costs and kilowatt-hour sales and that the resulting rate be used to bill Members for a six-month period. Actual energy costs were compared, on a monthly basis, to the billed energy costs, and an adjustment to revenues was made such that energy revenues were equal to actual energy costs. The offset to this adjustment is a payable to or receivable from Members for over or under-collected energy costs. The rate further provides that any cumulative over or under-collection for the previous six-month period be utilized to adjust projected costs for the next six-month period. Therefore, the amounts owed to Members as of December 31, 1993 and 1992 will be and have been utilized to reduce Member billings in 1994 and 1993, respectively. 2. CAPITAL LEASES: In December 1985, Oglethorpe sold and subsequently leased back from four purchasers its 60% undivided ownership interest in Scherer Unit No. 2. The gain from the sale is being amortized over the 36-year term of the leases. The minimum lease payments under the capital leases together with the present value of net minimum lease payments as of December 31, 1993 are as follows:
- ----------------------------------------------------------------------------- YEAR ENDING DECEMBER 31, (DOLLARS IN THOUSANDS) - ----------------------------------------------------------------------------- 1994 $ 33,258 1995 36,016 1996 38,142 1997 35,239 1998 37,302 1999-2021 682,454 ------- Total minimum lease payments 862,411 Less: Amount representing interest (558,953) ------- Present value of net minimum lease payments $ 303,458 ------- ------- - -----------------------------------------------------------------------------
The capital leases provide that Oglethorpe's rental payments vary to the extent of interest rate changes associated with the debt used by the lessors to finance their purchase of undivided ownership shares in Scherer Unit No. 2. The debt of three of the lessors is financed at fixed interest rates averaging 9.58%. As of December 31, 1993, the variable interest rates of the debt of the remaining lessor ranged from 5.93% to 8.25% for an average rate of 7.27%. Oglethorpe's future rental payments under its leases will vary from amounts shown in the table above to the extent that the actual interest rates associated with the fixed and variable rate debt of the lessors vary from the 11.05% debt rate assumed in the table. The Scherer Unit No. 2 lease meets the definitional criteria to be reported on Oglethorpe's balance sheets as a capital lease. For rate-making purposes, however, Oglethorpe treats this lease as an operating lease; that is, Oglethorpe considers the actual rental payment on the leased asset in its cost of service. Oglethorpe's accounting treatment for this capital lease has been modified, therefore, to reflect it rate-making treatment. Interest expense is applied to the obligation under the capital lease; then, amortization of the leasehold is recognized, such that interest and amortization equal the actual rental payment. Through 1994 the level of actual rental payments is such that amortization of the Scherer Unit No. 2 leasehold calculated in this manner is less than zero. Thereafter, the scheduled cash rental payments increase such that positive amortization of the leasehold occurs, and the entire cost of the leased asset is recovered through the rate-making process. The difference in the amortization recognized in this manner on the statements of revenues and expenses and the straight-line amortization of the leasehold is reflected on Oglethorpe's balance sheets as a deferred charge. 41 In 1991 and 1992, all four of the lessors received Notices of Proposed Adjustments from the IRS proposing adjustments to the tax benefits claimed by these lessors in connection with their purchase and ownership of an undivided interest in Scherer Unit No. 2. The proposed adjustments, if ultimately upheld, would have the effect of reducing the lessors' tax benefits resulting from the sale and leaseback transactions. The lessors filed responses contesting the IRS's assertions as contained in the Notices of Proposed Adjustments. In February 1994, the IRS issued a revised Notice of Proposed Adjustments to one of the lessors which reduced the proposed adjustments to the tax benefits claimed by this lessor in connection with its purchase and ownership of an undivided interest in Scherer Unit No. 2. The IRS has indicated that it will take consistent positions with the other three lessors. If the IRS's current positions regarding the sale and leaseback transactions were ultimately upheld, Oglethorpe would be required to indemnify the four lessors. Oglethorpe's potential indemnification liability in this event is estimated to be approximately $1,200,000 as of February 1994. 3. FAIR VALUE OF FINANCIAL INSTRUMENTS: A detail of the estimated fair values of Oglethorpe's financial instruments as of December 31, 1993 and 1992 is as follows:
- ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 1992 ---------------- ---------------- Carrying Fair Carrying Fair Amount Value Amount Value - ----------------------------------------------------------------------------- Cash and temporary cash investments $244,173 $244,173 $275,624 $275,624 Other short-term investments -- -- 66,165 66,165 Bond, reserve and construction funds 110,390 112,015 163,964 164,135 Decommissioning fund 56,911 56,686 47,921 48,508 Long-term debt 4,058,251 4,525,248 4,095,796 4,564,262 - -----------------------------------------------------------------------------
Oglethorpe uses the methods and assumptions described below to estimate the fair value of each class of financial instruments. For cash and temporary cash investments and other short-term investments, the carrying amount approximates fair value because of the short-term maturity of those instruments. The fair values of bond, reserve and construction funds and the decommissioning fund are estimated based on quoted market prices for the investments held in the respective funds. The fair value of Oglethorpe's long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to Oglethorpe for debt of similar maturities. Investment in associated organizations was as follows at December 31, 1993 and 1992:
- -------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 1992 - -------------------------------------------------------------------------------- National Rural Utilities Cooperative Finance Corp. $ 13,476 $ 13,476 National Bank for Cooperatives 5,546 6,362 Other 101 71 ---------- ---------- Total $ 19,123 $ 19,909 ---------- ---------- ---------- ---------- - --------------------------------------------------------------------------------
As a member of National Rural Utilities Cooperative Finance Corporation (CFC), Oglethorpe was obligated to purchase CFC Capital Term Certificates annually through 1984. Such certificates begin maturing in the year 2075 and bear interest at 5%. As a borrower from the National Bank for Cooperatives (CoBank), Oglethorpe is obligated to purchase capital stock in that bank. Under CoBank's capitalization plan, Oglethorpe is required to maintain an investment in the bank equal to 7%-13% of its five-year average loan volume with the bank. The required investment of 1993 was 11.5% of Oglethorpe's five-year average loan volume. It is not anticipated that Oglethorpe will be required to make any additional investments during 1994. The investments in these associated organizations are similar to compensating bank balances in that they are required in order to maintain current financing arrangements. Accordingly, there is no market for these investments. 4. BOND, RESERVE AND CONSTRUCTION FUNDS: Bond, reserve and construction funds for pollution control bonds are maintained as required by Oglethorpe's bond agreements. Bond funds serve as payment clearing accounts, reserve funds maintain amounts equal to the maximum annual debt service of each bond issue and construction funds hold bond proceeds for which construction expenditures have not yet been made. As of December 31, 1993 and 1992, substantially all of the funds were invested in U.S. Government securities. 5. LONG-TERM DEBT: Long term debt consists of mortgage notes payable to the Unites States of America acting through the FFB and the REA, mortgage notes issued in conjunction with the sale by public authorities of pollution control revenue bonds and notes payable to CoBank. Oglethorpe's headquarters facility is pledged as security for the CoBank headquarters note; substantially all of the owned tangible and certain of the intangible assets of Oglethorpe are pledged as security for the FFB and REA notes, the remaining CoBank notes and the notes issued in conjunction with the sale of pollution control revenue bonds. The detail of the notes is included in the statements of capitalization. 42 Oglethorpe currently has ten REA-guaranteed FFB notes of which $3,040,767,000 and $3,111,160,000 were outstanding at December 31, 1993 and 1992, respectively, with rates ranging from 6.61% to 10.95%. In March 1993, Oglethorpe entered into two forward interest rate swap arrangements obligating Oglethorpe to sell $199,690,000 of variable rate refunding bonds in the fall of 1993 and $122,740,000 of variable rate refunding bonds in the fall of 1994, the proceeds of which, together with certain other funds provided or to be provided by Oglethorpe, have been and will be used in January 1994 and January 1995, respectively, to refund certain pollution control revenue bonds previously issued. At December 31, 1993, Oglethorpe accounted for the pending January 1994 retirement of $233,010,000 of previously issued bonds as an in-substance defeasance. Therefore, debt service reserve funds, bonds payable, and the premium and loss on reacquired debt are stated as though the event of retiring the refunded bonds had occurred in 1993. In connection with the March 1993 swap transaction, Oglethorpe recorded redemption premiums which, combined with unamortized transaction costs, totaled $38,128,000. This amount has been reported as a deferred charge on the balance sheets and is being or will be amortized over the life of the related new bonds. Pursuant to the forward interest rate swap arrangements, Oglethorpe makes payments to the counterparty based on the notional principal at a fixed rate and the counterparty makes payments to Oglethorpe based on the notional principal and on the existing variable rate of the refunding bonds. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense. For the fall 1993 transaction, the notional principal was $199,690,000 and the fixed swap rate is 5.67% (the variable rate at December 31, 1993 was 3.10%). With respect to the fall 1994 transaction, the notional principal will be $122,740,000 and the fixed swap rate is 6.01%. The notional principal amount is used to measure the amount of the swap payments and does not represent additional principal due to the counterparty. The swap arrangements extend for the life of the refunding bonds, with reductions in the outstanding principal amounts of the refunding bonds causing corresponding reductions in the notional amounts of the swap payments. The annual interest requirement for 1994, based upon all debt outstanding at December 31, 1993, will be approximately $339,000,000. Maturities for the long-term debt through 1998 are as follows:
- -------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1994 1995 1996 1997 1998 - -------------------------------------------------------------------------------- FFB and REA $56,224 $52,095 $57,725 $63,625 $69,008 CoBank 460 468 478 489 502 1978 Bonds 780 830 880 930 980 1982 Bonds 4,985 5,485 6,050 6,675 -- 1984 Bonds 6,540 7,160 7,850 8,640 9,520 1984B Bonds 2,500 2,730 3,000 3,300 -- 1985 Bonds 2,685 2,915 3,170 3,445 3,760 1992A Bonds 4,470 4,640 4,840 5,070 5,330 1992 Bonds -- -- -- -- 2,085 1993A Bonds -- -- -- -- 2,265 ------- ------- ------- ------- ------- Total $78,644 $76,323 $83,993 $92,174 $93,450 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- - -----------------------------------------------------------------------------
Oglethorpe has a commercial paper program under which it may issue commercial paper not to exceed a $355,000,000 balance outstanding at any time. The commercial paper may be used as a source of short-term funds and is not intended for any specific purpose. Oglethorpe's commercial paper is backed 100% by a committed line of credit provided by a group of banks for which Trust Company Bank (Trust Company) acts as agent. As of December 31, 1993 and 1992, no commercial paper was outstanding. Oglethorpe has arranged for uncommitted short-term lines of credit with CoBank and CFC, and a committed line of credit with Trust Company. The CoBank line amounts to $70,000,000; the CFC line amounts to $50,000,000; and the Trust Company line amounts to $30,000,000. The maximum amount that can be outstanding under these lines of credit and the commercial paper program at any one time totals $425,000,000 due to certain restrictions contained in the CFC and Trust Company line of credit agreements. No balance on any of these three lines of credit was outstanding at either December 31, 1993 or 1992. In January 1994, Oglethorpe completed a note modification pursuant to which it repriced $590,909,000 of FFB advances. In connection with such modification, Oglethorpe paid a premium of $50,745,000. This amount will be reported as a deferred charge on the balance sheets and will be amortized over 22 years, the longest remaining life of the subject advances. 43 6. ELECTRIC PLANT AND RELATED AGREEMENTS: Oglethorpe and GPC have entered into agreements providing for the purchase and subsequent joint operation of certain of GPC's electric generating plants and transmission facilities. A summary of Oglethorpe's plant investments as of December 31, 1993 is as follows:
- ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) ACCUMULATED PLANT INVESTMENT DEPRECIATION - ----------------------------------------------------------------------------- In-service: Owned property: VOGTLE UNITS NO. 1 & NO. 2 (NUCLEAR - 30% OWNERSHIP) $ 2,773,510 $ 453,918 HATCH UNITS NO. 1 & NO. 2 (NUCLEAR - 30% OWNERSHIP) 510,670 173,992 WANSLEY UNITS NO. 1 & NO. 2 (FOSSIL - 30% OWNERSHIP) 165,977 78,057 SCHERER UNIT NO. 1 (FOSSIL - 60% OWNERSHIP) 427,377 165,387 TALLASSEE (HARRISON DAM) (HYDRO - 100% OWNERSHIP) 9,277 1,286 WANSLEY (COMBUSTION TURBINE- 30% OWNERSHIP) 3,665 955 TRANSMISSION AND DISTRIBUTION PLANT 749,366 143,123 OTHER 108,972 27,146 Property under capital lease: SCHERER UNIT NO. 2 (FOSSIL - 60% LEASEHOLD) 298,925 66,432 ----------- ----------- Total in-service $ 5,047,739 $ 1,110,296 ----------- ----------- ----------- ----------- Construction work in progress: ROCKY MOUNTAIN (HYDRO - 70% OWNERSHIP*) $ 414,187 GENERATION IMPROVEMENTS 19,067 TRANSMISSION AND DISTRIBUTION PLANT 16,287 OTHER 1,424 ----------- Total construction work in progress $ 450,965 ----------- ----------- * ESTIMATED OWNERSHIP PERCENTAGE AS OF DECEMBER 31, 1993. OWNERSHIP PERCENTAGE AT PROJECT COMPLETION IS EXPECTED TO BE APPROXIMATELY 75%. - -----------------------------------------------------------------------------
In 1988, Oglethorpe acquired from GPC an undivided ownership interest in the Rocky Mountain Project, a pumped storage hydroelectric facility (Rocky Mountain). Under the Rocky Mountain agreements, Oglethorpe assumed responsibility for construction of the facility, which construction was commenced by GPC. Under the agreements, GPC retained its current investment in Rocky Mountain. The ultimate ownership interests of Oglethorpe and GPC in the facility will be based on the ratio of each party's direct construction costs to total project direct construction costs with certain adjustments. It is expected that the ownership interests of Oglethorpe and GPC in Rocky Mountain at project completion will be approximately 75% and 25%, respectively. Rocky Mountain is subject to a license issued by FERC to Oglethorpe and GPC. This license requires that construction be completed by June 1, 1996. The current schedule anticipates commercial operation in early 1995. Rocky Mountain was approximately 90% complete as of December 31, 1993. Oglethorpe is financing its share of Rocky Mountain from the proceeds of an REA-guaranteed loan funded through the FFB. As of December 31, 1993, a total of approximately $459,000,000 remained available to be drawn as permanent financing for Rocky Mountain. Such amount is considered more than adequate by Oglethorpe to complete the project. The obligation to advance funds under the FFB loan commitment, however, is subject to certain conditions, including the requirement that Oglethorpe maintain an annual TIER of at least 1.0 and that the REA shall not have determined that there has occurred any material adverse change in the assets, liabilities, operations, or financial condition of Oglethorpe or any circumstances involving the nature or operation of the business of Oglethorpe. In management's opinion, no such material adverse change has occurred. Oglethorpe is engaged in a continuous construction program and as of December 31, 1993, estimates property additions (including capitalized interest) to be approximately $284,000,000 in 1994, $204,000,000 in 1995 and $148,000,000 in 1996, primarily for construction of Rocky Mountain and replacements and additions to generation and transmission facilities. Primarily as a result of its ownership of a majority interest in Rocky Mountain, Oglethorpe has determined that the Pickens County Pumped Storage Hydroelectric Project is not needed within its present planning horizon. Accordingly, Oglethorpe is amortizing the accumulated project costs in excess of the value of the land purchased. The remaining unamortized project costs of approximately $18,314,000 are reflected as deferred charges on the accompanying balance sheets. Oglethorpe's Board of Directors has authorized that these projects costs be amortized and fully recovered through future rates over a period of 15 years beginning in 1992. In April 1992, Oglethorpe sold to three purchasers certain of the income tax benefits associated with Scherer Unit No. 1 and related common facilities pursuant to the safe harbor lease provisions of the Economic Recovery Tax Act of 1981. Oglethorpe received a total of approximately $110,000,000 from the safe harbor lease transactions. Oglethorpe accounts for the proceeds as a deferred credit, sale of income tax benefits, and is amortizing the amount over the 20- year term of the leases. In October 1989, Oglethorpe sold to GPC a 24.45% ownership interest in the Plant Scherer common facilities as required under the Plant Scherer Purchase and Ownership Agreement to adjust its ownership in the Scherer units. Oglethorpe realized a gain on the sale of $50,600,000. The REA and Oglethorpe's Board of Directors approved a plan whereby this gain was deferred and is being amortized over 60 months beginning in October 1989. 44 Oglethorpe's proportionate share of direct expenses of joint operation of the above plants is included in the corresponding operating expense captions (e.g., fuel, production or depreciation) on the accompanying statements of revenues and expenses. 7. INVENTORIES: Oglethorpe maintains inventories of fossil fuels for its generation plant and spare parts for certain of its generation and transmission plant. These inventories are stated at weighted average cost on the accompanying balance sheets. For its co-owned generating plants, Oglethorpe accounts for inventories on the basis of information furnished by its operating agent, GPC. GPC has historically accounted for spare parts at its generating plants on an expensed- as-purchased basis. Prior to the commercial operation of Vogtle Unit No. 1 in 1987, GPC established a spare parts inventory for that generating facility and used an expensed-as-consumed method of inventory accounting. Subsequently, the spare parts inventories at Plants Hatch, Wansley and Scherer were converted to an expensed-as-consumed method. In connection with these conversions, other income totaling $18,877,000 was recorded by Oglethorpe in 1988 and 1989. In 1992, GPC completed a study the objective of which was to determine the original accounting for spare parts inventory at all of its generating plants, including Plants Hatch, Wansley and Scherer. As a result of this study, Oglethorpe recorded an adjustment of $4,827,000 to the original conversion which reduced other income and plant investment. A detail of Oglethorpe's investment in inventories at December 31, 1993 and 1992 is as follows:
- ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 1992 - ----------------------------------------------------------------------------- Fossil fuels: Plant Scherer $ 13,481 $ 15,366 Plant Wansley 2,264 7,733 Plant Wansley Combustion Turbine 96 113 Other generation plant fuel oils 361 121 ------- ------- Total fossil fuels 16,202 23,333 ------- ------- Spare parts: Plant Vogtle 23,173 24,892 Plant Hatch 22,947 18,125 Plant Wansley 8,415 8,070 Plant Scherer 5,947 5,513 Plant Tallassee 86 86 Transmission plant 9,672 13,606 General plant 26 15 ------- ------- Total spare parts 70,266 70,307 ------- ------- Total inventories $ 86,468 $ 93,640 ------- ------- ------- ------- - -----------------------------------------------------------------------------
8. EMPLOYEE BENEFIT PLANS: Oglethorpe has a noncontributory defined benefit pension plan covering substantially all employees. Oglethorpe's pension cost was approximately $1,038,000 in 1993, $362,000 in 1992 and $1,113,000 in 1991. For 1992, pension cost was reduced by $539,000 by a net gain from a plan curtailment. The plan curtailment resulted from a workforce reduction undertaken in the second quarter of 1992. Plan benefits are based on years of service and the employee's compensation during the last ten years of employment. Oglethorpe's funding policy is to contribute annually an amount not less than the minimum required by the Internal Revenue Code and not more than the maximum tax deductible amount. The plan's funded status and pension cost recognized in Oglethorpe's financial statements as of December 31, 1993 and 1992 were as follows:
- ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) 1993 1992 - ----------------------------------------------------------------------------- Actuarial present value of accumulated plan benefits: Vested $ 5,237 $ 3,385 Nonvested 407 344 ------ ------ $ 5,644 $ 3,729 ------ ------ ------ ------ Projected benefit obligation $(9,920) $(6,973) Plan assets at fair value 6,911 6,364 ------ ------ Projected benefit obligation in excess of plan assets (3,009) (609) Unrecognized net loss (gain) from past experience different from that assumed and effects of changes in assumptions 390 (1,013) Prior service cost not yet recognized in net periodic pension cost 693 747 Unrecognized net asset at transition date being recognized over 19 years (145) (158) ------ ------ Pension accrual $(2,071) $(1,033) ------ ------ ------ ------ Pension cost was comprised of the following: Service cost -- benefits earned during the year $ 884 $ 854 Interest cost on projected benefit obligation 617 535 Actual return on plan assets (698) (424) Net amortization and deferral 247 (64) Net gain from a plan curtailment (12) (539) ------ ------ Net pension cost $ 1,038 $ 362 ------ ------ ------ ------ - -----------------------------------------------------------------------------
The discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligations shown above were 7.5% and 5.0% in 1993, and 8.5% and 5.5% in 1992, respectively. The expected long-term rate of return on plan assets was 8% in 1993 and 1992, and the discount rate used in determining the pension expense was 8.5% in 1993 and 1992. 45 Oglethorpe has a contributory employee thrift plan covering substantially all employees. Employee contributions to the plan may be invested in one or more of three funds. The employee may contribute up to 10% of his compensation. Oglethorpe will match the employee's contribution up to one-half of the first 6% of the employee's compensation, as long as there is sufficient net margin to do so. Oglethorpe's contributions to the plan were approximately $503,000 in 1993, $503,000 in 1992 and $491,000 in 1991. In December 1990, the FASB issued Statement No. 106 on postretirement benefits other than pensions. The new statement requires the accrual of the expected cost of such benefits during the employees' years of service. Oglethorpe has no postretirement benefits other than pensions available to retirees. 9. NUCLEAR INSURANCE: GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is a member of Nuclear Mutual Limited (NML), a mutual insurer established to provide property damage insurance coverage in an amount up to $500,000,000 for members' nuclear generating facilities. In the event that losses exceed accumulated reserve funds, the members are subject to retroactive assessments (in proportion to their participation in the mutual insurer). The portion of the current maximum assessment for GPC that would be payable by Oglethorpe, based on ownership share adjusted for sell-back, is limited to approximately $8,600,000 for each nuclear incident. GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is also a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurer, and has coverage with American Nuclear Insurers and Mutual Atomic Energy Liability Underwriters, which provide insurance to cover decontamination, debris removal and premature decommissioning as well as excess property damage to nuclear generating facilities of up to $2,250,000,000 for losses in excess of the $500,000,000 NML coverage described above. Under the NEIL policy, members are subject to retroactive assessments in proportion to their participation if losses exceed the accumulated funds available to the insurer under the policy. The portion of the current maximum assessment for GPC that would be payable by Oglethorpe, based on ownership share adjusted for sell-back, is limited to approximately $8,000,000 for each nuclear incident. For all on-site property damage insurance policies for commercial nuclear power plants, the NRC requires that the proceeds of such policies issued or annually renewed on or after April 2, 1991 shall be dedicated first for the sole purpose of placing the reactor in a safe and stable condition after an accident. Any remaining proceeds are next to be applied toward the costs of decontamination and debris removal operations ordered by the NRC, and any further remaining proceeds are to be paid either to the company or to its bond trustees as may be appropriate under the policies and applicable trust indentures. The Price-Anderson Act, as amended in 1988, limits public liability claims that could arise from a single nuclear incident to $9,400,000,000, which amount is to be covered by private insurance and agreements of indemnity with the NRC. Such private insurance (in the amount of $200,000,000 for each plant, the maximum amount currently available) is carried by GPC for the benefit of all the co-owners of Plants Hatch and Vogtle. Agreements of indemnity have been entered into by and between each of the co-owners and the NRC. In the event of a nuclear incident involving any commercial nuclear facility in the country involving total public liability in excess of $200,000,000, a licensee of a nuclear power plant could be assessed a deferred premium of up to $79,275,000 per incident for each licensed reactor operated by it, but not more than $10,000,000 per reactor per incident to be paid in a calendar year. On the basis of its sell-back adjusted ownership interest in four nuclear reactors, Oglethorpe could be assessed a maximum of $89,320,000 per incident, but not more than $11,270,000 in any one year. Oglethorpe participates in an insurance program for nuclear workers that provides coverage for worker tort claims filed for bodily injury caused at commercial nuclear power plants. In the event that claims for this insurance exceed the accumulated reserve funds, Oglethorpe could be subject to a total maximum assessment of $3,750,000. 10. POWER PURCHASE AGREEMENTS: Oglethorpe has entered into long-term power purchase agreements with GPC, Big Rivers Electric Corporation (Big Rivers), and Entergy Power, Inc. (EPI). Under the agreement with GPC, Oglethorpe will purchase on a take-or-pay basis 1,250 megawatts (MW) of capacity through the period ending December 31, 2001, subject to reductions or extension with proper notice. The Big Rivers agreement commenced in August 1992 and is effective through July 2002. Oglethorpe is obligated under this agreement to purchase on a take-or-pay basis 100 MW of firm capacity and certain minimum energy amounts associated with that capacity. The EPI agreement commenced in July 1992, has a term of ten years and represents a take-or-pay commitment by Oglethorpe to purchase 100 MW of capacity. The EPI contract is subject to approval by REA. Oglethorpe has a contract with Hartwell Energy Limited Partnership (Hartwell), a partnership 50% owned by Destec Energy, Inc. and 50% owned by American National Power, Inc., a subsidiary of National Power, PLC, for the purchase of approximately 300 MW of capacity from two 150 MW gas-fired turbine generating units, now under construction, for a 25-year period commencing no later than June 1994. Under the terms of this contract, Oglethorpe does not have responsibility for constructing or financing this project. 46 As of December 31, 1993, Oglethorpe's minimum purchase commitments under the above agreements, without regard to capacity reductions or adjustments for changes in costs, for the next five years are as follows:
- -------------------------------------------------------------------------------- Year Ending December 31. (dollars in thousands) - -------------------------------------------------------------------------------- 1994 $ 140,009 1995 150,956 1996 154,976 1997 159,296 1998 163,311 - --------------------------------------------------------------------------------
Oglethorpe's power purchases from these agreements amounted to approximately $192,059,000 in 1993, $192,321,000 in 1992 and $88,500,000 in 1991. 11. QUARTERLY FINANCIAL DATA (UNAUDITED): Summarized quarterly financial information for 1993 and 1992 is as follows:
- -------------------------------------------------------------------------------- First Second Third Fourth (dollars in thousands) Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------- 1993 Operating revenues $272,143 $283,319 $284,737 $260,461 Operating margin 93,807 85,945 76,515 68,025 Net margin 30,090 10,020 (43) (14,346) 1992 Operating revenues $260,817 $272,307 $290,845 $260,794 Operating margin 97,630 91,331 93,455 92,375 Net margin 21,083 15,899 20,387 (29,897) - --------------------------------------------------------------------------------
Oglethorpe's business is influenced by seasonal weather conditions. The negative net margin for the fourth quarter of 1993 was attributable to the deferral of excess margins and to the incurrence of certain non-recurring expenses. The negative net margin for the same period of 1992 was primarily due to the deferral of excess margins. For a discussion of the amounts of excess margins deferred see Note 1. 47 REPORT OF MANAGEMENT The management of Oglethorpe Power Corporation has prepared this report and is responsible for the financial statements and related information. These statements were prepared in accordance with generally accepted accounting principles appropriate in the circumstances and necessarily include amounts that are based on best estimates and judgements of management. Financial information throughout this annual report is consistent with the financial statements. Oglethorpe maintains a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and that the books and records reflect only authorized transactions. Limitations exist in any system of internal control based upon the recognition that the cost of the system should not exceed its benefits. Oglethorpe believes that its system of internal accounting control, together with the internal auditing function, maintains appropriate cost/benefit relations. Oglethorpe's system of internal controls is evaluated on an ongoing basis by its qualified internal audit staff. The Corporation's independent public accountants (Arthur Andersen & Co.) also consider certain elements of the internal control system in order to determine their auditing procedures for the purpose of expressing an opinion on the financial statements. Arthur Andersen & Co. also provides an objective assessment of how well management meets its responsibility for fair financial reporting. Management believes that its policies and procedures provide reasonable assurance that Oglethorpe's operations are conducted with a high standard of business ethics. In management's opinion, the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flow of Oglethorpe Power Corporation. /s/T.D. Kilgore T.D. Kilgore President and Chief Executive Officer /s/Eugen Heckl Eugen Heckl Senior Vice President and Chief Financial Officer REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Oglethorpe Power Corporation: We have audited the accompanying balance sheets and statements of capitalization of Oglethorpe Power Corporation (a Georgia corporation) as of December 31, 1993 and 1992 and the related statements of revenues and expenses, patronage capital, and cash flows for each of the three years in the period ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of Oglethorpe's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standard require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements (pages 33 through 47) referred to above present fairly, in all material respects, the financial position of Oglethorpe Power Corporation as of December 31, 1993 and 1992 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As explained in Note 1 of notes to financial statements, effective January 1, 1993, Oglethorpe Power Corporation changed its method of accounting for income taxes. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the index in Item 14 are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. /s/Arthur Andersen & Co. Arthur Andersen & Co. Atlanta Georgia, February 11, 1994. 48 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) IDENTIFICATION OF DIRECTORS: Oglethorpe is governed by a Board of 39 Directors, 13 of whom are elected each year for a three-year term. Each of the 39 Members nominates one Director who must also be on the Member's Board of Directors. The Directors are then elected by the Members at their annual meeting. The Members also elect Alternate Directors. Each Alternate Director must serve as the manager of a Member to be eligible to serve as an Alternate Director. Under Oglethorpe's Bylaws, Alternate Directors may attend all Board meetings, but can be counted for quorum purposes and can exercise the powers and duties of a Director only during the period when the directorship for whom he is the alternate is vacant or at any meeting of the Board of Directors when the Director for whom he is the alternate is absent. The Board of Directors generally meets monthly. Six standing committees are appointed by the Chairman of the Board and include both Directors and Alternate Directors. Two of these Committees, the External Affairs Committee and the Human Resources Management Committee, are joint committees of Oglethorpe and Georgia Electric Membership Corporation ("GEMC"), an affiliated trade organization, and include directors of GEMC. Special committees, as deemed necessary, are also appointed by the Chairman of the Board or the Board of Directors. Committee recommendations and management recommendations, subject to the approval of the Board of Directors, determine the policies and activities of Oglethorpe. The Directors and Alternate Directors of Oglethorpe are as follows: ALTAMAHA EMC Jmon Warnock--Director, age 68, is a farmer. He has served on the Board of Directors of Oglethorpe since September 1974. His present term as a Director will expire in March 1995. He is a member of the Finance Committee of Oglethorpe. Mr. Warnock is the President of Altamaha EMC and a Director of GEMC. James D. Musgrove--Alternate Director, age 47, is the General Manager of Altamaha EMC. He has served as an Alternate Director of Oglethorpe since May 1989, with his present term to expire in March 1995. Mr. Musgrove is a Director of Montgomery County Bankshares in Ailey, Georgia. AMICALOLA EMC Charles R. Fendley--Director, age 48, is a Vice-President of Jasper Yarn Processing, Inc., which processes yarn. He has served on the Board of Directors of Oglethorpe since November 1993, with his present term to expire in March 1995. Mr. Fendley is the President of Amicalola EMC. He is also a Director of GEMC and a Director of Crescent Bank & Trust Co. in Jasper, Georgia. John S. Dean, Sr.--Alternate Director. For a description of Mr. Dean's background and experience, see "Identification of Executive Officers and Senior Executives" below. 49 CANOOCHEE EMC George C. Martin--Director, age 76, is the owner and operator of a farm in Ellabell, Bryan County, Georgia where he raises beef cattle. He also manages timberland in Bryan County, Georgia and rental properties in Savannah and Pembroke, Georgia. He has served on the Board of Directors of Oglethorpe since March 1977, with his present term to expire in March 1995. From March 1978 to March 1984, he served as Vice President of Oglethorpe. Donald F. Kennedy--Alternate Director, age 64, is the General Manager of Canoochee EMC. He has served as an Alternate Director of Oglethorpe since 1985, with his present term to expire in March 1995. He is a member of the GEMC/Oglethorpe External Affairs Committee. Mr. Kennedy is also a Director of the Tattnall Bank in Reidsville, Georgia. CARROLL EMC J. G. McCalmon--Director, age 76, is the owner of a farm in Carrollton, Georgia, where he raises chickens and beef cattle. He has served on the Board of Directors of Oglethorpe since September 1974, with his present term to expire in March 1996. He is Chairman of the Board of Carroll EMC. Mr. McCalmon is also a Director of GEMC, a Director of the Farm Bureau, a Director of Carroll County Sales Barn, and a Director of the Carroll County Chamber of Commerce. Gary M. Bullock--Alternate Director, age 52, is President and Chief Executive Officer of Carroll EMC. He has served as an Alternate Director of Oglethorpe since June 1978, and his present term will expire in March 1996. He is a member of the Operations Committee. Mr. Bullock is also the Secretary of Southeastern Data Cooperative, Inc., a member of the Institute of Electrical and Electronic Engineers, a Trustee for the GEMC Workers' Compensation Fund, a Director for the Georgia Council of Farmer Cooperatives, a Director of the Carroll County Chamber of Commerce, and a Director of Carrollton Federal Savings & Loan Association in Carrollton, Georgia. CENTRAL GEORGIA EMC D. A. Robinson, III--Director, age 53, is the owner and operator of a dairy farm in Griffin, Georgia. He has served on the Board of Directors of Oglethorpe since March 1984, and his term will expire in March 1995. He serves as Secretary-Treasurer of Central Georgia EMC. George L. Weaver--Alternate Director, age 46, has been the President of Central Georgia EMC since 1989. Prior to that time he was General Manager, Manager of Accounting, and Financial Manager. He has served as an Alternate Director of Oglethorpe since 1983, and his present term will expire in March 1995. He is a member of the Operations Committee. He is also a Director of Federated Rural Electric Insurance Corporation in Shawnee Mission, Kansas and serves on the Advisory Board of NationsBank of GA, N.A. COASTAL EMC James E. Estes--Director, age 58, has served on the Board of Directors of Oglethorpe since March 1982, with his present term to expire in March 1994. He is a member of the Executive Committee. He is also Vice President of the Board of Directors of Coastal EMC. Additionally, he works in avionic maintenance for Georgia Air National Guard, is President of Ways Company, Inc., a real estate development company in Richmond Hill, Georgia, and is a proprietor of Estes Tax Service, an income tax service in Richmond Hill, Georgia. Wayne Collins--Alternate Director, age 43, is the General Manager of Coastal EMC and has served as an Alternate Director of Oglethorpe since March 1977. His present term as an Alternate Director will expire in March 1994. 50 COBB EMC Larry N. Chadwick--Director, age 53, is the owner of Chadwick's Hardware in Woodstock, Georgia. He has served on the Board of Directors of Oglethorpe since July 1989, with his present term to expire in March 1995. He is Chairman of the Board of Cobb EMC. He is Chairman of the Operations Committee. Dwight Brown--Alternate Director, age 48, is President and Chief Executive Officer of Cobb EMC. He previously served as Vice President of Engineering and Operations for Cobb EMC. He has served as an Alternate Director of Oglethorpe since October 1993, with his present term to expire in March 1995. COLQUITT EMC Simmie King--Director, age 50, is the owner and operator of a farm. He has served on the Board of Directors of Oglethorpe since March 1991, with his present term to expire in March 1996. R. L. Gaston--Alternate Director, age 46, is the General Manager of Colquitt EMC. From January 1985 to January 1990, he was Manager of Engineering and Operations for Colquitt EMC. He has served as an Alternate Director of Oglethorpe since February 1990, with his present term to expire in March 1996. He is currently a member of the Planning and Construction Committee. COWETA-FAYETTE EMC W. F. Farr--Director, age 81, is a banker. He has served on the Board of Directors of Oglethorpe since March 1975, with his present term to expire in March 1995. He is currently the Chairman of the GEMC/Oglethorpe Human Resources Management Committee. He has been President of Coweta-Fayette EMC since 1974. He previously served as President of the Fayette State Bank in Peachtree City, Georgia and as a Director and Consultant for Citizens and Southern National Bank, South Metro Board in Atlanta, Georgia. Since June 1985, he has been the owner and President of Pioneer Financial Associates, Inc. in Peachtree City, Georgia. Michael C. Whiteside--Alternate Director, age 51, has been General Manager of Coweta-Fayette EMC since August 1983. He previously served as Administrative Assistant of Coweta-Fayette EMC. He has served as an Alternate Director of Oglethorpe since September 1983, with his present term to expire in March 1995. He is currently a member of Oglethorpe's Planning and Construction Committee. EXCELSIOR EMC Vacant--Director Gary T. Drake--Alternate Director, age 45, is the General Manager of Excelsior EMC. He has served as an Alternate Director of Oglethorpe since January 1979, with his present term to expire in March 1994. He was Secretary-Treasurer of Oglethorpe from March 1984 through March 1989. He is currently a member of the Operations Committee. Mr. Drake is also a Director of GEMC and a Director of Pineland State Bank in Metter, Georgia. FLINT EMC Jeff S. Pierce, Jr.--Director, age 62, has served on the Board of Directors of Oglethorpe since June 1992, with his present term to expire in March 1994. He has served as a Director of Flint EMC since 1964. He previously served 28 years as Chief Executive Officer and as a Director for the First Federal Savings and Loan Association in Warner Robins, Georgia. He is also a Director of GEMC. Harold B. Smith--Alternate Director, age 57, has been employed as General Manager of Flint EMC since November 1978. He has served as an Alternate Director of Oglethorpe since 1978, with his present term to expire in March 1994. He is currently a member of the Planning and Construction Committee of Oglethorpe and 51 Chairman of the GEMC/Oglethorpe External Affairs Committee. Mr. Smith is also the Chairman of the Board of the Food and Energy Council. GRADY EMC Donald C. Cooper--Director, age 63, is the owner, operator and President of Cooper Farms, Inc., a farm in Grady County, Georgia where he grows row crops and raises cattle. He has served on the Board of Directors of Oglethorpe since March 1975, with his present term to expire in March 1996. Thomas A. Rosser--Alternate Director, age 46, has been employed as General Manager of Grady EMC since January 1992. He has served as an Alternate Director of Oglethorpe since January 1992, with his present term to expire in March 1996. Mr. Rosser is also a Director of the Cairo Banking Company in Cairo, Georgia. GREYSTONE POWER CORPORATION, AN EMC J. Calvin Earwood--Director. For a description of Mr. Earwood's background and experience, see "Identification of Executive Officers and Senior Executives" below. Tim B. Clower--Alternate Director, age 57, is President and Chief Executive Officer of GreyStone Power Corporation, an EMC. He has served as an Alternate Director of Oglethorpe since September 1974, with his present term to expire in March 1995. Mr. Clower serves on the Boards of Directors of Citizens & Merchants State Bank and GEMC Workers' Compensation Fund. HABERSHAM EMC Herbert Church--Director, age 57, is a logging contractor. He has served on the Board of Directors of Oglethorpe since August 1991, with his present term to expire in March 1996. He has been a Director of Habersham EMC since 1977. William E. Canup--Alternate Director, age 58, is the General Manager of Habersham EMC. Mr. Canup was Manager of Engineering/Operations of Habersham EMC from 1979 to 1984 and served as Assistant Manager of Habersham EMC from 1984 to 1986. He has served as an Alternate Director of Oglethorpe since July 1986, with his present term to expire in March 1996. HART EMC Mac F. Oglesby--Director, age 61, served as Assistant Secretary-Treasurer of Hart EMC from July 1986 through December 1987, when he was appointed President. He has served as a Director of Oglethorpe since February 1987, with his present term to expire in March 1994. He is currently a member of the Planning and Construction Committee of Oglethorpe. He also was a U.S. Postal Service Rural Carrier for 30 years. Grooms Johnson--Alternate Director, age 64, has been the General Manager of Hart EMC since March 1991. Prior to that time, he served as Assistant Manager of Hart EMC. He has served as an Alternate Director of Oglethorpe since March 1991, with his present term to expire in March 1994. Mr. Johnson is also a Director of Bank of Hartwell in Hartwell, Georgia. IRWIN EMC Benny W. Denham--Director. For a description of Mr. Denham's background and experience, see "Identification of Executive Officers and Senior Executives" below. Harold Randall Crenshaw--Alternate Director, age 42, has been the General Manager of Irwin EMC since February 1988. He has served as an Alternate Director of Oglethorpe since February 1988, with his present term to expire in March 1995. He is a member and past Vice Chairman of the Finance Committee of Oglethorpe. 52 JACKSON EMC E. L. McLocklin--Director, age 81, is a cattle farmer. He is also Chairman of the Board of Directors of Jackson EMC. He has served as a Director of Oglethorpe since October 1989, with his present term to expire in March 1996. Randall Pugh--Alternate Director, age 50, is President and Chief Executive Officer of Jackson EMC. From August 1984 to January 1988 he was General Manager of Jackson EMC. He was also General Manager of Walton EMC from 1977 to August 1984. He has served as an Alternate Director of Oglethorpe since 1977. His present term as Alternate Director will expire in March 1996. He is currently the Chairman of the Finance Committee. Mr. Pugh is also a Director of the First National Bank of Jackson County in Gainesville, Georgia. JEFFERSON EMC Sam Rabun--Director, age 62, is part owner of a livestock farm. He has served as a Director of Oglethorpe since March 1993 with his present term to expire in March 1996. Mr. Rabun is the President of Jefferson EMC. Ralph E. Lewis--Alternate Director, age 49, has been the General Manager of Jefferson EMC since 1979. He has served as an Alternate Director of Oglethorpe since 1979, with his present term to expire in March 1996. He is also Vice President of the GEMC Workers' Compensation Fund. LAMAR EMC E. J. Martin, Jr.--Director, age 66, is the owner of the Country Kitchen restaurant in Barnesville, Georgia. He is a retired tax assessor and appraiser for Lamar County. He has served on the Board of Directors of Oglethorpe since March 1982, with his present term to expire in March 1994. He is a member of the GEMC/Oglethorpe Human Resources Management Committee. Mr. Martin is the President of Lamar EMC and a Director of GEMC. J. Raleigh Henry--Alternate Director, age 43, is General Manager of Lamar EMC. Prior to becoming General Manager, he served as Office Manager of Lamar EMC. He has served as an Alternate Director of Oglethorpe since 1990, with his present term to expire in March 1994. LITTLE OCMULGEE EMC J. D. Williams--Director, age 81, is currently retired. He has served on the Board of Directors of Oglethorpe since March 1986, with his present term to expire in March 1994. He is a member of Oglethorpe's Planning and Construction Committee. He previously served as President, then as Vice President of Little Ocmulgee EMC. Mr. Williams is also a Director of Security State Bank in McRae, Georgia, and a Director of Farmers State Bank in Dublin, Georgia. A. Arnold Horton--Alternate Director, age 47, is the General Manager of Little Ocmulgee EMC. He previously served as Manager of Engineering and Operations, and has been with Little Ocmulgee EMC since 1983. He has served as the Alternate Director of Oglethorpe since March 1993, with his present term to expire in March 1994. MIDDLE GEORGIA EMC Ronnie Fleeman--Director, age 59, is a self-employed land and timber developer. He has served on the Board of Directors of Oglethorpe since 1990. His present term as a Director will expire in March 1995. He is a member of the GEMC/Oglethorpe Human Resources Management Committee. Charles Hugh Richardson--Alternate Director, age 40, has been General Manager of Middle Georgia EMC since June 1983. From January 1983 to June 1983, he was Acting General Manager of Middle Georgia EMC, and 53 from September 1976 to January 1983, he was Manager of Engineering at Middle Georgia EMC. He has served as an Alternate Director of Oglethorpe since 1983, with his present term to expire in March 1995. MITCHELL EMC D. Lamar Cooper--Director, age 58, operates a dairy farm. He has served on the Board of Directors of Oglethorpe since September 1974. His present term as a Director will expire in March 1996. He is a member of the Operations Committee of Oglethorpe. Gerald Freehling--Alternate Director, age 50, has been General Manager of Mitchell EMC since September 1987. Since that time, he has served as an Alternate Director of Oglethorpe. His present term expires in March 1996. He previously served as General Manager of Steuben Rural Electric Cooperative in Bath, New York. OCMULGEE EMC Barry H. Martin--Director, age 45, is a farmer. He has served on the Board of Directors of Oglethorpe since March 1983. His present term as a Director expires in March 1994. Mr. Martin is the President of Ocmulgee EMC. Dennis Grenade--Alternate Director, age 53, has been employed by Ocmulgee EMC since December 1957. He has been General Manager since October 1987 and was previously Acting Manager and Manager of Operations. He has served as an Alternate Director since October 1987 and his present term expires in March 1994. He is a member of the Finance Committee. OCONEE EMC John B. Floyd, Jr.--Director, age 51, has served on the Board of Directors of Oglethorpe since March 1980, with his present term to expire in March 1996. He is currently a member of the Finance Committee. He is the Vice Chairman of the Board of Oconee EMC and is a Director of CFC. Mr. Floyd also serves as First Vice President of The Four County Bank, as Vice President of The Four County Insurance Agency, Inc., and as President of Twiggs Gin, Inc., a home construction company in Allentown, Georgia. Preston L. Johnson--Alternate Director, age 59, is President and Chief Executive Officer of Oconee EMC. He has served as an Alternate Director of Oglethorpe since September 1974, with his present term to expire in March 1996. He was Secretary-Treasurer of Oglethorpe from September 1974 to March 1984. OKEFENOKE RURAL EMC Steve Rawl, Sr.--Director, age 47, has been President of Rawls, Inc., a gift shop, since 1972. He has served as a Director of Oglethorpe since September 1993, with his present term to expire in March 1994. He is also a Director of GEMC. W. Don Holland--Alternate Director, age 43, is General Manager of Okefenoke Rural EMC. He has served as an Alternate Director of Oglethorpe since 1979, with his present term to expire in March 1994. He was formerly General Manager of Little Ocmulgee EMC. He is currently Chairman of the Planning and Construction Committee of Oglethorpe. PATAULA EMC James Grubbs--Director, age 71, is a farmer. He is involved with fertilizer and chemical sales, and operates an air spray service and a peanut purchasing plant. He has served on the Board of Directors of Oglethorpe since March 1983. His present term as a Director will expire in March 1996. He is a member of the Finance Committee of Oglethorpe. 54 Gary W. Wyatt--Director, age 41, is General Manager of Pataula EMC. He has served as an Alternate Director of Oglethorpe since July 1986, with his present term to expire in March 1996. He previously was Operations Manager and Assistant Operations Superintendent of Coosa Valley Electric Cooperative. PLANTERS EMC Sammy M. Jenkins--Director, age 67, is in the farm machinery business and has been President of Jenkins Ford Tractor Co., Inc. since 1973. He has served on the Board of Directors of Oglethorpe since March 1988, with his present term to expire in March 1994. He is Vice President of Planters EMC. He was Vice Chairman of the Board of Oglethorpe from March 1989 to March 1990. Ellis H. Lovett--Alternate Director, age 58, is General Manager of Planters EMC and has served as an Alternate Director of Oglethorpe since 1983. His present term as an Alternate Director will expire in March 1994. He is a member of the Operations Committee of Oglethorpe. RAYLE EMC J. M. Sherrer--Director, age 58, is the owner of a grocery, hardware, gas and feed store. He has served on the Board of Directors of Oglethorpe since September 1993, with his present term to expire in March 1994. Wayne Poss--Alternate Director, age 48, has served as General Manager of Rayle EMC since December 1992. Prior to that time, he served as Manager of Engineering for Rayle EMC. He has served as an Alternate Director to Oglethorpe since February 1993, with his present term to expire in March 1994. He is a member of the GEMC/Oglethorpe External Affairs Committee. SATILLA RURAL EMC Jack D. Vickers--Director, age 76, is the owner and operator of a farm in Coffee County, Georgia. He has served on the Board of Directors of Oglethorpe since March 1975. His present term will expire in March 1994. R. Lehman Lanier--Alternate Director, age 74, is President and Chief Executive Officer of Satilla Rural EMC. He has served as an Alternate Director of Oglethorpe since September 1974, and his present term expires in March 1994. He is a member of the Operations Committee of Oglethorpe. He is also a Director of Southeastern Data Cooperative, Inc. SAWNEE EMC C. W. Cox, Jr.--Director, age 66, is the owner of Cox Digging & Grading, a general contracting sole proprietorship. He has served as a member of the Board of Directors of Oglethorpe since February 1987, with his present term to expire in March 1994. He is a member of the Planning and Construction Committee. Michael A. Goodroe--Alternate Director, age 37, is Executive Vice President and General Manager of Sawnee EMC. He previously served as Assistant General Manager of Sawnee EMC. He has served as an Alternate Director of Oglethorpe since 1990, with his present term to expire in March 1994. He is a member of the GEMC/Oglethorpe External Affairs Committee. SLASH PINE EMC Johnnie Crumbley--Director, age 71, is President of Slash Pine EMC. He retired in 1982 from the Seaboard Coastline System. He has served as a member of the Board of Directors of Oglethorpe since March 1978, with his present term to expire in March 1996. He is also a Director of GEMC. Edward Teston--Alternate Director, age 59, is Manager of Slash Pine EMC. He has served as an Alternate Director of Oglethorpe since 1985, with his present term to expire in March 1996. 55 SNAPPING SHOALS EMC Jarnett W. Wigington--Director, age 61, is a self-employed wallpapering contractor. He has served on the Board of Directors of Oglethorpe since 1990. His present term expires in March 1994. He is a member of the Executive Committee of Oglethorpe. J. E. Robinson--Alternate Director, age 74, is President, Cheif Executive Officer and Manager of Snapping Shoals EMC. He has been Manager of Snapping Shoals EMC since 1953. He has served as an Alternate Director of Oglethorpe since September 1974, with his present term to expire in March 1994. Mr. Robinson is also a Director of the First National Bank of Newton County. SUMTER EMC Bob Jernigan--Director, age 66, is a manager for Mike L. Moon Enterprises in Columbus, Georgia, which among other things, is involved in real estate development and wholesale and retail women's apparel. He has served as a Director of Oglethorpe since March 1976, with his present term to expire in March 1996. He served as Vice Chairman of the Board of Directors of Oglethorpe from March 1990 to March 1993. He is currently a member of the Executive Committee. He is the President of Sumter EMC and a Director of GEMC. James T. McMillan--Alternate Director, age 44, has been General Manager of Sumter EMC since 1984. Prior to that time, he served as Manager of the Staff Services Department of Sumter EMC, Manager of the Construction and Maintenance Department of Sumter EMC, and Manager of the Office Services Department of Sumter EMC. He has served as an Alternate Director of Oglethorpe since 1984, with his present term to expire in March 1996. THREE NOTCH EMC C. Willard Mims--Director, age 47, is a farmer. He has served on the Board of Directors since 1991, with his present term to expire in March 1996. He is a member of the GEMC/Oglethorpe External Affairs Committee. He is also a Director of GEMC. Carlton O. Thomas--Alternate Director, age 46, has been General Manager of Three Notch EMC since 1990. Prior to that time, he served as Office Manager of Three Notch EMC. He has served as an Alternate Director of Oglethorpe since 1990, with his present term to expire in March 1996. He is also a Director of First Federal Savings Bank of Southwest Georgia. TRI-COUNTY EMC James E. Dooley--Director, age 67, is self-employed in the real estate business. He has served on the Board of Directors of Oglethorpe since November 1986, with his present term to expire in March 1996. Prior to his retirement in 1982, he was employed as a Director in the U.S. Department of Agriculture. Carol Robertson--Alternate Director, age 45, is the General Manager of Tri-County EMC. She has served as an Alternate Director of Oglethorpe since July 1988, with her present term to expire in March 1996. She is a member of the GEMC/Oglethorpe External Affairs Committee. TROUP EMC Willis T. Woodruff--Director, age 68, is a self-employed cattleman. He has served on the Board of Directors of Oglethorpe since March 1987, with his present term to expire in March 1995. He is also a Director of GEMC. Wayne Livingston--Alternate Director, age 42, has been the Executive Vice President and General Manager of Troup EMC since September 1987. Prior to that time, he was General Manager of Ocmulgee EMC. He has served 56 as an Alternate Director of Oglethorpe since 1978, with his present term to expire in March 1995. He is a member of the Finance Committee. UPSON COUNTY EMC Hubert Hancock--Director, age 77, has been President of the Upson County EMC for the past 33 years. He has served as a Director of Oglethorpe since September 1974, serving as Vice President from 1975 to 1978, as President from March 1984 to July 1986, and as Chairman of the Board from July 1986 to March 1989. His present term as Director expires in March 1995, and he currently serves on the Executive Committee of Oglethorpe. Prior to his involvement with Oglethorpe and Upson County EMC, Mr. Hancock was a general farmer as well as a peach farmer and cattle farmer. Mr. Hancock is also a Director of West Central Georgia Bank in Thomaston, Georgia, Chairman of Upson County Hospital Authority, and a member of the Thomaston Upson County Industrial Authority. Walter E. Hammond--Alternate Director, age 62, is General Manager of Upson County EMC. He has served as an Alternate Director of Oglethorpe since 1978, and his present term will expire in March 1995. WALTON EMC Bob J. Dickens--Director, age 67, retired in 1988 from Thornton Brothers Paper Company, Inc. in Athens, Georgia. He has served on the Board of Directors of Oglethorpe since March 1987, and his present term expires in March 1995. He is a member of Oglethorpe's Operations Committee. D. Ronnie Lee--Alternate Director, age 45, has been General Manager of Walton EMC since August 1993. Prior to that time, he served as Manager of Engineering and Operations from January 1979 to August 1993 for Walton EMC. He has served as an Alternate Director of Oglethorpe since September 1993, with his present term to expire in March 1995. WASHINGTON EMC W. W. Archer--Director, age 62, is a self-employed insurance agent and cattle farmer. He has served on Oglethorpe's Board of Directors since September 1987, and his present term expires in March 1995. He is also a Director of the Bank of Hancock County in Sparta, Georgia. Robert S. Moore, Sr.--Alternate Director, age 64, has been General Manager of Washington EMC since April 1982. Prior to that time, he was Assistant General Manager of Washington EMC. He has served as an Alternate Director of Oglethorpe since 1982, with his present term to expire in March 1995. He is a member of the Planning and Construction Committee of Oglethorpe. (b) IDENTIFICATION OF EXECUTIVE OFFICERS AND SENIOR EXECUTIVES: Oglethorpe is managed and operated under the direction of a President and Chief Executive Officer, who is appointed by the Board of Directors. The executive officers of Oglethorpe and their principal occupations are as follows: J. Calvin Earwood, Chairman of the Board, age 52, has served as a principal executive officer of Oglethorpe since March 1984 (from March 1984 to July 1986, as Vice President; from July 1986 to March 1989, as Vice Chairman of the Board; and since March 1989, as Chairman of the Board). Mr. Earwood has served as a Director of Oglethorpe since March 1981, with his present term to expire in March 1995. He is currently the Chairman of the Executive Committee of Oglethorpe and a member of the GEMC/Oglethorpe Human Resources Management Committee. He was previously a member of the Operations Review Committee of Oglethorpe. From 1965 through 1982, Mr. Earwood was a salesman and part owner of Builders Equipment Company. Since January 1983 he has been the owner and President of Sunbelt Fasteners, Inc., which sells specialty tools and fasteners to the 57 commercial construction trade. He is also Chairman of the Board of Directors of Community Trust Bank in Hiram, Georgia and a Director of GreyStone Power Corporation. Benny W. Denham--Vice Chairman of the Board, age 63, has served as a principal executive officer of Oglethorpe since March 1993. He has served as a member of Oglethorpe's Executive Committee and on the Board of Directors of Oglethorpe since December 1988. His present term will expire in March 1995. He was previously a member of the Power Planning and Technical Advisory Committee of Oglethorpe. He is also the past President of GEMC and currently serves on GEMC's Executive Committee and is a Director of Community National Bank in Ashland, Georgia. Mr. Denham is a Director of Irwin EMC. John S. Dean, Sr., Secretary-Treasurer, age 54, has served as Secretary-Treasurer of Oglethorpe since March 1989. He has served as an Alternate Director of Oglethorpe since 1975, with his present term to expire in March 1995. He is currently a member of the Finance Committee and an ex officio member of the Executive Committee. He previously served on Oglethorpe's Operations Review Committee. Mr. Dean has been General Manager/Chief Executive Officer of Amicalola EMC since 1974. Prior to his employment with Amicalola EMC, he was Controller of Pickens General Hospital. Currently, he is on the Board of Directors of Southeastern Data Cooperative, Inc., Crescent Bank & Trust Company, CoBank, and GEMC Workers' Compensation Fund. Mr. Dean has a Bachelor of Arts degree in Accounting from the University of Georgia. T. D. Kilgore, President and Chief Executive Officer, age 46, has served as an executive of Oglethorpe since July 1984 (from July 1984 to July 1986, as Division Manager, Power Supply; July 1986 to July 1991, as Senior Vice President, Power Supply; and since July 1991, as President and Chief Executive Officer). Mr. Kilgore served as Executive Vice President of GEMC from December 1991 to June 1992. He has served as President and Chief Executive Officer of GEMC from June 1992 until the present. Mr. Kilgore has over 20 years of utility experience, including five years in senior management positions with Arkansas Power & Light Co. and seven years as a civilian employee with the Department of the Army in positions ranging from reliability engineering to construction management. Mr. Kilgore has served on various industry committees including Electric Power Research Institute's Board of Directors and its Advanced Power Systems Division and Coal System Division Advisory Committees. He has also served on the Boards of Directors of the U.S. Committee for Energy Awareness, the Advanced Reactor Corporation, on the Edison Electric Institute's Power Plant Availability Improvement Task Force and the Nuclear Power Oversight Committee, an organization of industry executives which considers policy issues for the nation's nuclear power industry. Mr. Kilgore currently serves on the Board of Directors of the Georgia Chamber of Commerce and on the National Rural Electric Cooperative Association's Power and Generation Committee. Mr. Kilgore has a BS degree in mechanical engineering from the University of Alabama, where he has been recognized as a Distinguished Engineering Fellow, and a ME degree in industrial engineering from Texas A&M. The senior executives assisting Mr. Kilgore, their areas of responsibility and a brief summary of their experience are as follows: Charles T. Autry, Senior Vice President and General Counsel, age 45, has served as an executive of Oglethorpe since February 1986 (from February 1986 to July 1986, as Corporate Counsel; from July 1986 to December 1989, as General Counsel; from December 1989 to November 1991, as Senior Vice President, Governmental Affairs and General Counsel; from November 1991 to February 1994, as Senior Vice President, Corporate Services and General Counsel; and since February 1994, as Senior Vice President and General Counsel). Prior to that time, Mr. Autry served as Staff Attorney from August 1979 to January 1985 and as Corporate Attorney from January 1985 to February 1986. Mr. Autry joined Oglethorpe in August 1979 after five years of military and private practice experience. He has been admitted to practice before all State Courts in Georgia as well as the Federal District Court for the Northern District of Georgia, and the Fifth and Eleventh Circuit Courts of Appeal and the U. S. Tax Court. He has a BA degree from the University of Georgia, a JD degree from the University of Alabama School of Law, a LLM degree in Taxation from Emory University School of Law, and an MBA degree from Georgia State University. 58 Eugen Heckl, Senior Vice President and Chief Financial Officer, age 59, has served as an executive of Oglethorpe since March 1975 (from March 1975 to July 1986, as senior finance and accounting executive; from July 1986 to February 1994 as Senior Vice President, Finance; and since February 1994, as Senior Vice President and Chief Financial Officer). Mr. Heckl has approximately 30 years of experience, including ten years as a consultant and auditor to electric utilities with Arthur Andersen & Co. and two years as Secretary-Treasurer of Davis Brothers, Inc. Mr. Heckl is a Certified Public Accountant in Georgia and has a BS degree in accounting from Samford University and an MBA degree from Emory University. Mr. Heckl has served as a Director of the GEMC Federal Credit Union since 1983, and as its Chief Financial Officer since 1984. G. Stanley Hill, Senior Vice President, External Affairs, age 58, has served as an executive of Oglethorpe since October 1975 (from October 1975 to November 1988, as Director of Planning, Director of Power Supply and Planning, Division Manager, Power Supply and Engineering, Division Manager, Engineering, Senior Vice President, Planning and System Operations; from November 1988 to November 1991, as Senior Vice President, Administration; from November 1991 to February 1994, as Senior Vice President, Marketing and Customer Service and since February 1994, as Senior Vice President, External Affairs). Mr. Hill has approximately 36 years experience with electric utilities, including four years in the Engineering Department of the South Carolina Public Service Authority and 11 years as engineer and senior engineer with Southern Engineering Company of Georgia, a consulting engineering firm. Mr. Hill is a registered Professional Engineer and a certified Cogeneration Professional in Georgia and has a BS degree in electrical engineering from Clemson University and an MBA degree from Georgia State University. Mr. Hill is presently an Oglethorpe representative on the Joint Committee. For information about the Joint Committee, see "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS-The Joint Committee Agreement" in Item 1. W. Clayton Robbins, Senior Vice President and Group Executive, Support Services, age 47, has served as an executive of Oglethorpe since December 1991 (from December 1991 to February 1994, as Vice President, Corporate Performance, and since February 1994, as Senior Vice President and Group Executive, Support Services). Prior to that time, Mr. Robbins served as Department Manager, Project Services, from September 1986 to November 1988; as Program Director, Marketing Research and Analysis, from November 1988 to December 1989; and as Vice President, Marketing Research and Analysis, from December 1989 to December 1991. Before coming to Oglethorpe, Mr. Robbins spent 17 years with the Stearns-Catalytic World Corporation and various subsidiaries, including 13 years in management positions responsible for Human Resources, Information Systems, Contracts, Insurance, Accounting, and Project Controls. Mr. Robbins has a BA degree in Business Administration from the University of North Carolina at Charlotte. David L. Self, Senior Vice President and Group Executive, Generation, age 65, has served as an executive of Oglethorpe since August 1991 (from August 1991 to November 1991, as Senior Vice President, Power Supply; from November 1991 to February 1994, Senior Vice President, Operations; and since February 1994, as Senior Vice President and Group Executive, Generation). Mr. Self joined Oglethorpe in February 1988 as the corporation's on-site representative at Plant Hatch after 30 years in the United States Navy and five years with Illinois Power Company. He is a member of the Board of Trustees of Southern Tech Foundation, Inc. He has a BS degree from Saint Mary's College in California. Mr. Self is presently the Oglethorpe representative on both the Nuclear Managing Board and the Plant Scherer Managing Board, and is an Oglethorpe representative on the Joint Committee. For information about the Managing Boards and the Joint Committee, see "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS-The Plant Agreements" and "-The Joint Committee Agreement" in Item 1. Nelson G. Hawk, Vice President and Group Executive, Marketing, age 44, joined Oglethorpe in February 1994 after almost 24 years of electric utility experience. Prior to coming to Oglethorpe, he held various management positions with Florida Power & Light Company and related subsidiaries, including as Director of Regulatory Affairs at Florida Power & Light from October 1993 to January 1994; as Director of Market Planning from July 1991 to September 1993; and as Director of Strategic Business and President of FPL Enersys Services, Inc. (a utility subsidiary providing energy services to commercial/industrial customers) from April 1989 to June 1991. Mr. Hawk has a BS degree in Electrical Engineering from Georgia Institute of Technology and an MBA degree from Florida International University. 59 Wylie H. Sanders, Vice President and Group Executive, Transmission, age 57, joined Oglethorpe in January 1994 after 35 years of utility experience, including 20 years in management positions with Florida Power & Light Company. Prior to coming to Oglethorpe, he served as Division Commercial Manager from April 1973 to August 1983; as District General Manager from August 1983 to July 1991; and as Director of Transmission from July 1991 to September 1993 with Florida Power & Light. Mr. Sanders has a Bachelor's degree in Industrial Engineering from Georgia Institute of Technology and has participated in Harvard University's postgraduate Program for Management Development. 60 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth for Oglethorpe's President and Chief Executive Officer and the four most highly compensated senior executives all compensation paid or accrued for services rendered in all capacities during the years ended December 31, 1993, 1992 and 1991. Amounts included in the table under "Bonus" represent payments based on an incentive compensation policy. All amounts paid under this policy are fully at risk each year and are earned based upon the achievement of corporate goals and each individual's contribution to achieving those goals. In conjunction with this policy, base salaries remain fairly stable and are targeted below the market valuations for similar positions.
ANNUAL COMPENSATION NAME AND ------------ ALL OTHER PRINCIPAL POSITION YEAR SALARY BONUS(3) COMPENSATION - ------------------ ---- -------- -------- ------------ T. D. Kilgore 1993 $211,250 $ 0 $6,256(1) President and Chief Executive Officer 1992 195,000 0 5,891 1991 181,147 0 (2) Eugen Heckl 1993 142,114 12,228 5,103(1) Sr. Vice President and Chief 1992 142,114 19,135 4,079 Financial Officer 1991 142,114 0 (2) G. Stanley Hill 1993 140,000 12,580 4,905(1) Sr. Vice President, 1992 140,000 18,195 4,391 External Affairs 1991 134,872 0 (2) Charles T. Autry 1993 139,750 10,991 4,326(1) Sr. Vice President and 1992 139,750 16,950 4,232 General Counsel 1991 139,750 0 (2) David L. Self 1993 135,000 12,143 5,077(1) Sr. Vice President and 1992 131,800 18,286 4,168 Group Executive, Generation 1991 110,067 0 (2) - ------------------------- (1) Includes contributions made in 1993 by Oglethorpe under the 401(k) Retirement Savings Plan on behalf of Messrs. Kilgore, Heckl, Hill, Autry and Self in the amounts of $4,497, $4,497, $4,200, $4,193 and $4,050, respectively, and above market amounts of interest earned by Messrs. Kilgore, Heckl, Hill, Autry and Self on deferred compensation amounts paid by Oglethorpe in the amounts of $1,759, $606, $705, $133, and $1,027, respectively. (2) In accordance with the transition provision applicable to the Commission's new rules regarding executive compensation disclosure, Oglethorpe is not required to provide any information for fiscal year 1991. (3) Mr. Kilgore is not a participant in the incentive compensation program. His compensation is governed solely by the Board of Directors.
61 PENSION PLAN TABLE
YEARS OF CREDITED SERVICE -------------------------------- AVERAGE COMPENSATION 15 20 25 OR MORE - -------------------- ------ ------ ---------- $125,000 . . . . . . . . . . . . . . $35,592 $47,456 $ 59,320 150,000 . . . . . . . . . . . . . . 43,092 57,456 71,820 175,000 . . . . . . . . . . . . . . 50,592 67,456 84,320 200,000 . . . . . . . . . . . . . . 58,092 77,456 96,820 225,000 . . . . . . . . . . . . . . 65,592 87,456 109,320 250,000 . . . . . . . . . . . . . . 68,844 91,792 114,740
The preceding table shows estimated annual straight life annuity benefits payable upon retirement to persons in specified compensation and years-of-service classifications assuming such persons had attained age 65 and retired during 1993. For purposes of calculating pension benefits, compensation is defined as total salary and bonus, as shown in the above Summary Compensation Table. Because covered compensation changes each year, the estimated pension benefits for the classifications above will also change in future years. The above pension benefits are not subject to any deduction for Social Security or other offset amounts. As of December 31, 1993, the years of credited service under the Pension Plan for the individuals listed in the Summary Compensation Table are as follows:
YEARS OF NAME CREDITED SERVICE ---- ---------------- Mr. Kilgore. . . . . . . . . . . . . . . . . . . . . . . . . . 8 Mr. Heckl. . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Mr. Autry. . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Mr. Hill . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Mr. Self . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
COMPENSATION OF DIRECTORS Oglethorpe pays its Directors a per diem fee of $200 for meetings attended or $50 for meetings conducted by conference call. Additionally, Oglethorpe reimburses its Directors for out-of-pocket expenses incurred in attending a meeting. Alternate Directors serving as a Director at any meeting receive neither the per diem payment nor the expense reimbursement to which a Director is entitled. The Member of which the Alternate Director is the manager receives reimbursement for the Alternate Director's out-of-pocket expenses. The Chairman of the Board is also paid at least one day's per diem of $200 each month for time involved in carrying out his official duties in addition to the regularly scheduled Board Meeting. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION W. F. Farr, J. Calvin Earwood, Ronnie Fleeman, E. J. Martin, Jr. and Robert A. Reeves serve as members of the GEMC/Oglethorpe Human Resources Management Committee which functions as Oglethorpe's compensation committee. J. Calvin Earwood has served as an executive officer of Oglethorpe since 1984 and has served as the Chairman of the Board since 1989. 62 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Not applicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. 63 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K PAGE ---- (a) LIST OF DOCUMENTS FILED AS A PART OF THIS REPORT. (1) FINANCIAL STATEMENTS (Included under "Item 8. Financial Statements and Supplementary Data") Statements of Revenues and Expenses, For the Years Ended December 31, 1993, 1992 and 1991. . . . . . . . . . 33 Statements of Patronage Capital, For the Years Ended December 31, 1993, 1992 and 1991. . . . . . . . . . . . . 33 Balance Sheets, As of December 31, 1993 and 1992 . . . . . 34 Statements of Capitalization, As of December 31, 1993 and 1992. . . . . . . . . . . . . . . . . . . . . . . . . 36 Statements of Cash Flows, For the Years Ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . 37 Notes to Financial Statements. . . . . . . . . . . . . . . 38 Report of Management . . . . . . . . . . . . . . . . . . . 48 Report of Independent Public Accountants . . . . . . . . . 48 (2) FINANCIAL STATEMENT SCHEDULES Schedule I -- Marketable Securities--Other Security Investments, As of December 31, 1993 78 Schedule V -- Utility Plant, Including Intangibles, For the Years Ended December 31, 1993, 1992 and 1991 79 Schedule VI -- Accumulated Provision for Depreciation of Utility Plant, For the Years Ended December 31, 1993, 1992 and 1991 82 Schedule X -- Supplementary Income Statement Information, For the Years Ended December 31, 1993, 1992 and 1991 85 (3) EXHIBITS NUMBER DESCRIPTION - ------ ----------- *3(i) -- Restated Articles of Incorporation of Oglethorpe, dated as of July 26, 1988. (Filed as Exhibit 3.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.) *3(ii) -- Bylaws of Oglethorpe as amended November 8, 1993. (Filed as Exhibit 3.2 to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33- 7591.) *4.1 -- Serial Facility Bond (included in Collateral Trust Indenture listed as Exhibit 4.2). *4.2 -- Collateral Trust Indenture, dated as of October 15, 1986, between OPC Scherer Funding Corporation, Oglethorpe and Trust Company Bank, a banking corporation, as Trustee. (Filed 64 NUMBER DESCRIPTION - ------ ----------- as Exhibit 4.2 to the Registrant's Form S-1 Registration Statement, File No. 33- 7591, filed on October 9, 1986.) *4.3 -- Refunding Lessor Notes. (Filed as Exhibit 4.3.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.4(a) -- Nonrecourse Promissory Secured Note, due June 30, 2011, from Wilmington Trust Company and William J. Wade, as Owner Trustees, to Columbia Bank for Cooperatives. (Filed as Exhibit 4.3.4 to the Registrant's Form S-1 Registration Statement, File No. 33- 7591, filed on October 9, 1986.) *4.4(b) -- First Amendment to Nonrecourse Promissory Secured Note, dated as of June 30, 1987, by Wilmington Trust Company and The Citizens and Southern National Bank, as Owner Trustee under Trust Agreement No. 1 with IBM Credit Financing Corporation, to Columbia Bank for Cooperatives. (Filed as Exhibit 4.3.4(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) *4.5(a) -- Indenture of Trust, Deed to Secure Debt and Security Agreement No. 2, dated December 30, 1985, between Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2 dated December 30, 1985, with Ford Motor Credit Company and The First National Bank of Atlanta, as Indenture Trustee, together with a Schedule identifying three other substantially identical Indentures of Trust, Deeds to Secure Debt and Security Agreements. (Filed as Exhibit 4.4(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.5(b) -- First Supplemental Indenture of Trust, Deed to Secure Debt and Security Agreement No. 2 (included as Exhibit A to the Supplemental Participation Agreement No. 2 listed as 10.1.1(b)). *4.5(c) -- First Supplemental Indenture of Trust, Deed to Secure Debt and Security Agreement No. 1, dated as of June 30, 1987, between Wilmington Trust Company and The Citizens and Southern National Bank, collectively as Owner Trustee under Trust Agreement No. 1 with IBM Credit Financing Corporation, and The First National Bank of Atlanta, as Indenture Trustee. (Filed as Exhibit 4.4(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) *4.6(a) -- Lease Agreement No. 2 dated December 30, 1985, between Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Lessor, and Oglethorpe, Lessee, with a Schedule identifying three other substantially identical Lease Agreements. (Filed as Exhibit 4.5(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.6(b) -- First Supplement To Lease Agreement No. 2 (included as Exhibit B to the Supplemental Participation Agreement No. 2 listed as 10.1.1(b)). *4.6(c) -- First Supplement to Lease Agreement No. 1, dated as of June 30, 1987, between The Citizens and Southern National Bank as Owner Trustee under Trust Agreement No. 1 with IBM Credit Financing Corporation, as Lessor, and Oglethorpe, as Lessee. (Filed as Exhibit 4.5(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) 65 NUMBER DESCRIPTION - ------ ----------- *4.7(a) -- Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America, as amended and supplemented, together with eleven notes executed and delivered pursuant thereto. (Filed as Exhibit 4.6 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.7(b) -- Amendments, dated October 17, 1986, and January 9, 1987, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, File No. 33-7591.) *4.7(c) -- Amendment, dated September 30, 1988, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(b) to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.) *4.7(d) -- Amendment, dated March 20, 1990, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1989, File No. 33-7591.) *4.7(e) -- Amendment, dated July 1, 1991, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(d) to the Registrant's Form 10-K for the fiscal year ended December 31, 1991, File No. 33-7591.) *4.7(f) -- Amendment, dated April 6, 1992, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(e) to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) *4.7(g) -- Amendment, dated June 12, 1992, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(f) to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) *4.7(h) -- Amendment, dated October 20, 1992, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(g) to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) *4.7(i) -- Amendment, dated February 25, 1993, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. (Filed as Exhibit 4.6(h) to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) 4.7(j) -- Amendment, dated August 26, 1993, to Amended and Consolidated Loan Contract dated as of June 1, 1984 between Oglethorpe and the United States of America. 66 NUMBER DESCRIPTION - ------ ----------- *4.8.1(a) -- Mortgage and Security Agreement made by Oglethorpe to United States of America dated as of January 8, 1975. (Filed as Exhibit 4.12(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.1(b) -- Supplemental Mortgage made by Oglethorpe to United States of America dated as of January 6, 1977. (Filed as Exhibit 4.12(a) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.2(a) -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of November 1, 1978. (Filed as Exhibit 4.11(c) to the Registrant's Form S-1 Registration Statement, File No. 33- 7591, filed on October 9, 1986.) *4.8.2(b) -- Confirmation of Execution And Delivery of Notes And First Amendment to Consolidated Mortgage and Security Agreement, dated as of January 11, 1979. (Filed as Exhibit 4.11(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.2(c) -- Supplement and Second Amendment to Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America and Trust Company Bank, as Trustee, Mortgagees, dated April 30, 1980. (Filed as Exhibit 4.11(a) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.3 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of September 15, 1982. (Filed as Exhibit 4.10 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.4 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, Columbia Bank for Cooperatives, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of June 1, 1984. (Filed as Exhibit 4.9 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.5 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, Columbia Bank for Cooperatives, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of December 1, 1984. (Filed as Exhibit 4.8 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.6(a) -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, Columbia Bank for Cooperatives, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of October 15, 1985. (Filed as Exhibit 4.7 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.8.6(b) -- First Supplement and Amendment to Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, Columbia Bank for 67 NUMBER DESCRIPTION - ------ ----------- Cooperatives, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of November 1, 1988. (Filed as Exhibit 4.7(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33- 7591.) *4.8.7(a) -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, National Bank for Cooperatives, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of December 1, 1989. (Filed as Exhibit 4.19 to the Registrant's Form 10-K for the fiscal year ended December 31, 1989, File No. 33-7591.) *4.8.7(b) -- Supplement to Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, National Bank for Cooperatives, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of November 20, 1990. (Filed as Exhibit 4.19(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *4.8.8 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, National Bank for Cooperatives, Credit Suisse, acting by and through its New York branch, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of April 1, 1992. (Filed as Exhibit 4.21 to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) *4.8.9 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, National Bank for Cooperatives, Credit Suisse, acting by and through its New York branch, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of October 1, 1992. (Filed as Exhibit 4.22 to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) *4.8.10 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, National Bank for Cooperatives, Credit Suisse, acting by and through its New York branch, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of December 1, 1992. (Filed as Exhibit 4.23 to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591.) 4.8.11 -- Consolidated Mortgage and Security Agreement made by and among Oglethorpe, Mortgagor, and United States of America, National Bank for Cooperatives, Credit Suisse, acting by and through its New York branch, and Trust Company Bank, as trustee under certain indentures identified therein, Mortgagees, dated as of September 1, 1993. ++4.9.1 -- Loan Agreement, dated as of October 1, 1992, between Development Authority of Monroe County and Oglethorpe relating to Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A. ++4.9.2 -- Note, dated October 1, 1992, from Oglethorpe to Trust Company Bank, as trustee acting pursuant to a Trust Indenture, dated as of October 1, 1992, between Development Authority of Monroe County and Trust Company Bank. 68 NUMBER DESCRIPTION - ------ ----------- ++4.9.3 -- Trust Indenture, dated as of October 1, 1992, between Development Authority of Monroe County and Trust Company Bank, Trustee, relating to Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A. +4.10.1 -- Loan Agreement, dated as of April 1, 1992, between Development Authority of Burke County and Oglethorpe relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1992A. +4.10.2 -- Note, dated April 1, 1992, from Oglethorpe to Trust Company Bank, as trustee acting pursuant to a Trust Indenture, dated as of April 1, 1992, between Development Authority of Burke County and Trust Company Bank. +4.10.3 -- Trust Indenture, dated as of April 1, 1992, between Development Authority of Burke County and Trust Company Bank, as trustee, relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1992A. +4.10.4 -- First Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 1992, as amended by First Amendment to First Amended and Restated Letter of Credit Reimbursement Agreement, dated as of September 15, 1993, between Credit Suisse and Oglethorpe relating to an Irrevocable Letter of Credit issued in connection with the Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1992A. +++4.11.1 -- Loan Agreement, dated as of December 1, 1992, between Development Authority of Burke County and Oglethorpe relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A. +++4.11.2 -- Note, dated December 1, 1992, from Oglethorpe to Trust Company Bank, as trustee acting pursuant to a Trust Indenture, dated as of December 1, 1992, between Development Authority of Burke County and Trust Company Bank. +++4.11.3 -- Trust Indenture, dated as of December 1, 1992, from Development Authority of Burke County to Trust Company Bank, as trustee, relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A. +++4.11.4 -- Interest Rate Swap Agreement, dated as of December 1, 1992, by and between Oglethorpe and AIG Financial Products Corp. relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A. +++4.11.5 -- Liquidity Guaranty Agreement, dated as of December 1, 1992, by and between Oglethorpe and AIG Financial Products Corp. relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A. 69 NUMBER DESCRIPTION - ------ ----------- +4.11.6 -- Standby Bond Purchase Agreement, dated as of November 30, 1993, between Oglethorpe and The Industrial Bank of Japan, Limited relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A. *4.12.1 -- Loan Agreement, Loan No. T-840901, between Oglethorpe and Columbia Bank for Cooperatives, dated as of September 14, 1984. (Filed as Exhibit 4.14.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.12.2 -- Promissory Note, Loan No. T-840901, in the original principal amount of $8,995,000 from Oglethorpe to Columbia Bank for Cooperatives, dated as of November 1, 1984. (Filed as Exhibit 4.14.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.13.1 -- Loan Agreement, Loan No. T-831222, between Oglethorpe and Columbia Bank for Cooperatives, dated as of December 30, 1983. (Filed as Exhibit 4.16.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.13.2 -- Promissory Note, Loan No. T-831222, in the original principal amount of $2,376,000 from Oglethorpe to Columbia Bank for Cooperatives, dated as of June 1, 1984. (Filed as Exhibit 4.16.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.14.1 -- Loan Agreement, Loan No. T-830404, between Oglethorpe and Columbia Bank for Cooperatives, dated as of April 29, 1983. (Filed as Exhibit 4.18.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.14.2 -- Promissory Note, Loan No. T-830404-1, in the original principal amount of $9,935,000, from Oglethorpe to Columbia Bank for Cooperatives, dated as of April 29, 1983. (Filed as Exhibit 4.18.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *4.14.3 -- Security Deed and Security Agreement, dated April 29, 1983, between Oglethorpe and Columbia Bank for Cooperatives. (Filed as Exhibit 4.18.3 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.1(a) -- Participation Agreement No. 2 among Oglethorpe as Lessee, Wilmington Trust Company as Owner Trustee, The First National Bank of Atlanta as Indenture Trustee, Columbia Bank for Cooperatives as Loan Participant and Ford Motor Credit Company as Owner Participant, dated December 30, 1985, together with a Schedule identifying three other substantially identical Participation Agreements. (Filed as Exhibit 10.1.1(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.1(b) -- Supplemental Participation Agreement No. 2. (Filed as Exhibit 10.1.1(a) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.1(c) -- Supplemental Participation Agreement No. 1, dated as of June 30, 1987, among Oglethorpe as Lessee, IBM Credit Financing Corporation as Owner Participant, Wilmington Trust Company and The Citizens and Southern National Bank as Owner Trustee, The First National Bank of Atlanta, as Indenture Trustee, and Columbia Bank for Cooperatives, as 70 NUMBER DESCRIPTION - ------ ----------- Loan Participant. (Filed as Exhibit 10.1.1(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) *10.1.2 -- General Warranty Deed and Bill of Sale No. 2 between Oglethorpe, Grantor, and Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Grantee, together with a Schedule identifying three substantially identical General Warranty Deeds and Bills of Sale. (Filed as Exhibit 10.1.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.3(a) -- Supporting Assets Lease No. 2, dated December 30, 1985, between Oglethorpe, Lessor, and Wilmington Trust Company and William J. Wade, as Owner Trustees, under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Lessee, together with a Schedule identifying three substantially identical Supporting Assets Leases. (Filed as Exhibit 10.1.3 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.3(b) -- First Amendment to Supporting Assets Lease No. 2, dated as of November 19, 1987, together with a Schedule identifying three substantially identical First Amendments to Supporting Assets Leases. (Filed as Exhibit 10.1.3(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) *10.1.4(a) -- Supporting Assets Sublease No. 2, dated December 30, 1985, between Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2 dated December 30, 1985, with Ford Motor Credit Company, Sublessor, and Oglethorpe, Sublessee, together with a Schedule identifying three substantially identical Supporting Assets Subleases. (Filed as Exhibit 10.1.4 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.4(b) -- First Amendment to Supporting Assets Sublease No. 2, dated as of November 19, 1987, together with a Schedule identifying three substantially identical First Amendments to Supporting Assets Subleases. (Filed as Exhibit 10.1.4(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) *10.1.5 -- Tax Indemnification Agreement No. 2, dated December 30, 1985, between Ford Motor Credit Company, Owner Participant, and Oglethorpe, Lessee, together with a Schedule identifying three substantially identical Tax Indemnification Agreements. (Filed as Exhibit 10.1.5 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.6 -- Assignment of Interest in Ownership Agreement and Operating Agreement No. 2, dated December 30, 1985, between Oglethorpe, Assignor, and Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Assignee, together with Schedule identifying three substantially identical Assignments of Interest in Ownership Agreement and Operating Agreement. (Filed as Exhibit 10.1.6 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.7 -- Consent, Amendment and Assumption No. 2 dated December 30, 1985, among Georgia Power Company and Oglethorpe and Municipal Electric Authority of Georgia and City of Dalton, Georgia and Gulf Power Company and Wilmington Trust Company and William 71 NUMBER DESCRIPTION - ------ ----------- J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, together with a Schedule identifying three substantially identical Consents, Amendments and Assumptions. (Filed as Exhibit 10.1.9 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.1.7(a) -- Amendment to Consent, Amendment and Assumption No. 2, dated as of August 16, 1993, among Oglethorpe, Georgia Power Company, Municipal Electric Authority of Georgia, City of Dalton, Georgia, Gulf Power Company, Jacksonville Electric Authority, Florida Power & Light Company and Wilmington Trust Company and NationsBank of Georgia, N.A., as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, together with a Schedule identifying three substantially identical Amendments to Consents, Amendments and Assumptions. (Filed as Exhibit 10.1.9(a) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.) *10.2.1 -- Section 168 Agreement and Election dated as of April 7, 1982, between Continental Telephone Corporation and Oglethorpe. (Filed as Exhibit 10.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.2.2 -- Section 168 Agreement and Election dated as of April 9, 1982, between National Service Industries, Inc. and Oglethorpe. (Filed as Exhibit 10.3 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.2.3 -- Section 168 Agreement and Election dated as of April 9, 1982, between Rollins, Inc. and Oglethorpe. (Filed as Exhibit 10.4 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.2.4 -- Section 168 Agreement and Election dated as of December 13, 1982, between Selig Enterprises, Inc. and Oglethorpe. (Filed as Exhibit 10.5 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.3.1(a) -- Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of May 15, 1980. (Filed as Exhibit 10.6.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.3.1(b) -- Amendment to Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 30, 1985. (Filed as Exhibit 10.1.8 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.3.1(c) -- Amendment Number Two to the Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of July 1, 1986. (Filed as Exhibit 10.6.1(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.) *10.3.1(d) -- Amendment Number Three to the Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, 72 NUMBER DESCRIPTION - ------ ----------- Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of August 1, 1988. (Filed as Exhibit 10.6.1(b) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.) *10.3.1(e) -- Amendment Number Four to the Plant Robert W. Scherer Units Number One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 31, 1990. (Filed as Exhibit 10.6.1(c) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.) *10.3.2(a) -- Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of May 15, 1980. (Filed as Exhibit 10.6.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.3.2(b) -- Amendment to Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 30, 1985. (Filed as Exhibit 10.1.7 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.3.2(c) -- Amendment Number Two to the Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 31, 1990. (Filed as Exhibit 10.6.2(a) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.) *10.3.3 -- Plant Scherer Managing Board Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia, City of Dalton, Georgia, Gulf Power Company, Florida Power & Light Company and Jacksonville Electric Authority, dated as of December 31, 1990. (Filed as Exhibit 10.6.3 to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.) *10.4.1(a) -- Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of August 27, 1976. (Filed as Exhibit 10.7.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.4.1(b) -- Amendment Number One, dated January 18, 1977, to the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia. (Filed as Exhibit 10.7.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, File No. 33-7591.) *10.4.1(c) -- Amendment Number Two, dated February 24, 1977, to the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia. (Filed as Exhibit 10.7.4 to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, File No. 33-7591.) 73 NUMBER DESCRIPTION - ------ ----------- *10.4.2 -- Alvin W. Vogtle Nuclear Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of August 27, 1976. (Filed as Exhibit 10.7.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.5.1 -- Plant Hal Wansley Purchase and Ownership Participation Agreement between Georgia Power Company and Oglethorpe, dated as of March 26, 1976. (Filed as Exhibit 10.8.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.5.2 -- Plant Hal Wansley Operating Agreement between Georgia Power Company and Oglethorpe, dated as of March 26, 1976. (Filed as Exhibit 10.8.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.5.3 -- Plant Hal Wansley Combustion Turbine Agreement between Georgia Power Company and Oglethorpe, dated as of August 2, 1982 and Amendment No. 1, dated October 20, 1982. (Filed as Exhibit 10.18 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.6.1 -- Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between Georgia Power Company and Oglethorpe, dated as of January 6, 1975. (Filed as Exhibit 10.9.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.6.2 -- Edwin I. Hatch Nuclear Plant Operating Agreement between Georgia Power Company and Oglethorpe, dated as of January 6, 1975. (Filed as Exhibit 10.9.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.7.1 -- Rocky Mountain Pumped Storage Hydroelectric Project Ownership Participation Agreement, dated as of November 18, 1988, by and between Oglethorpe and Georgia Power Company. (Filed as Exhibit 10.22.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.) *10.7.2 -- Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, dated as of November 18, 1988, by and between Oglethorpe and Georgia Power Company. (Filed as Exhibit 10.22.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.) *10.8.1(a) -- Wholesale Power Contract dated September 5, 1974, between Oglethorpe and Planters Electric Membership Corporation and all schedules thereto, the Supplemental Agreement dated September 5, 1974, between Oglethorpe and Planters Electric Membership Corporation, relating to such Wholesale Power Contract, and Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, between Oglethorpe and Planters Electric Membership Corporation, together with a Schedule identifying 37 other substantially identical Wholesale Power Contracts, and an additional Wholesale Power Contract that is not substantially identical (filed herewith to reflect update to Schedule A to Wholesale Power Contract). (Filed as Exhibit 10.10 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.8.1(b) -- Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988, between Oglethorpe and Planters Electric Membership Corporation and all schedules thereto, and the Amended and Consolidated Supplemental Agreement, dated December 1, 1988, 74 NUMBER DESCRIPTION - ------ ----------- between Oglethorpe and Planters Electric Membership Corporation, together with a Schedule identifying 37 other substantially identical Wholesale Power Contracts, and an additional Wholesale Power Contract that is not substantially identical. (Filed as Exhibit 10.10(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.) *10.9 -- Transmission Facilities Operation and Maintenance Contract between Georgia Power Company and Oglethorpe dated as of June 9, 1986. (Filed as Exhibit 10.13 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.10(a) -- Joint Committee Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and the City of Dalton, Georgia, dated as of August 27, 1976. (Filed as Exhibit 10.14(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.10(b) -- First Amendment to Joint Committee Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and the City of Dalton, Georgia, dated as of June 19, 1978. (Filed as Exhibit 10.14(a) to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.11 -- Interconnection Agreement between Oglethorpe and Alabama Electric Cooperative, Inc., dated as of November 12, 1990. (Filed as Exhibit 10.16(a) to the Registrant's Form 10- K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.12 -- Oglethorpe Deferred Compensation Plan for Key Employees, as Amended and Restated January, 1987. (Filed as Exhibit 10.19 to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, File No. 33-7591.) *10.13.1 -- Assignment of Power System Agreement and Settlement Agreement, dated January 8, 1975, by Georgia Electric Membership Corporation to Oglethorpe. (Filed as Exhibit 10.20.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.13.2 -- Power System Agreement, dated April 24, 1974, by and between Georgia Electric Membership Corporation and Georgia Power Company. (Filed as Exhibit 10.20.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.13.3 -- Settlement Agreement, dated April 24, 1974, by and between Georgia Power Company, Georgia Municipal Association, Inc., City of Dalton, Georgia Electric Membership Corporation and Crisp County Power Commission. (Filed as Exhibit 10.20.3 to the Registrant's Form S-1 Registration Statement, File No. 33-7591, filed on October 9, 1986.) *10.14 -- Distribution Facilities Joint Use Agreement between Oglethorpe and Georgia Power Company, dated as of May 12, 1986. (Filed as Exhibit 10.21 to the Registrant's Form 0-K for the fiscal year ended December 31, 1986, File No. 33-7591.) *10.15.1 -- Long Term Firm Power Purchase Agreement, dated as of July 19, 1989, by and between Oglethorpe and Big Rivers Electric Corporation. (Filed as Exhibit 10.24.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1989, File No. 33-7591.) *10.15.2 -- Coordination Services Agreement, dated as of August 21, 1989, by and between Oglethorpe and Georgia Power Company. (Filed as Exhibit 10.24.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1989, File No. 33-7591.) 75 NUMBER DESCRIPTION - ------ ----------- *10.15.3 -- Long Term Firm Power Purchase Agreement between Big Rivers Electric Corporation and Oglethorpe, dated as of December 17, 1990. (Filed as Exhibit 10.24.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.15.4 -- Interchange Agreement between Oglethorpe and Big Rivers Electric Corporation, dated as of November 12, 1990. (Filed as Exhibit 10.24.4 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.16 -- Block Power Sale Agreement between Georgia Power Company and Oglethorpe, dated as of November 12, 1990. (Filed as Exhibit 10.25 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.) *10.17 -- Coordination Services Agreement between Georgia Power Company and Oglethorpe, dated as of November 12, 1990. (Filed as Exhibit 10.26 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.) *10.18 -- Revised and Restated Integrated Transmission System Agreement between Oglethorpe and Georgia Power Company, dated as of November 12, 1990. (Filed as Exhibit 10.27 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.) *10.19 -- ITSA, Power Sale and Coordination Umbrella Agreement between Oglethorpe and Georgia Power Company, dated as of November 12, 1990. (Filed as Exhibit 10.28 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.) *10.20 -- Amended and Restated Nuclear Managing Board Agreement among Georgia Power Company, Oglethorpe Power Corporation, Municipal Electric Authority of Georgia and City of Dalton, Georgia dated as of July 1, 1993. (Filed as Exhibit 10.36 to the Registrant's 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.) *10.21 -- Supplemental Agreement by and among Oglethorpe, Tri-County Electric Membership Cooperation and Georgia Power Company, dated as of November 12, 1990, together with a Schedule identifying 38 other substantially identical Supplemental Agreements. (Filed as Exhibit 10.30 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.) *10.22 -- Unit Capacity and Energy Purchase Agreement between Oglethorpe and Entergy Power Incorporated, dated as of October 11, 1990. (Filed as Exhibit 10.31 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.23 -- Interchange Agreement between Oglethorpe and Arkansas Power & Light Company, Louisiana Power & Light Company, Mississippi Power & Light Company, New Orleans Public Service, Inc., Energy Services, Inc., dated as of November 12, 1990. (Filed as Exhibit 10.32 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.24 -- Interchange Agreement between Oglethorpe and Seminole Electric Cooperative, Inc., dated as of November 12, 1990. (Filed as Exhibit 10.33 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) 76 NUMBER DESCRIPTION - ------ ----------- *10.25.1 -- Excess Energy and Short-term Power Agreement between Oglethorpe and Tennessee Valley Authority, effective as of January 23, 1991. (Filed as Exhibit 10.34.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.25.2 -- Transmission Service Agreement between Oglethorpe and Tennessee Valley Authority, effective as of January 23, 1991. (Filed as Exhibit 10.34.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1990, File No. 33-7591.) *10.26 -- Power Purchase Agreement between Oglethorpe and Hartwell Energy Limited Partnership, dated as of June 12, 1992. (Filed as Exhibit 10.35 to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591). 22.1 -- Subsidiary of Oglethorpe (not included because the subsidiary does not constitute a "significant subsidiary" under Rule 1-02(v) of Regulation S-X). - ------------------------- * Incorporated herein by reference. + Pursuant to 17 C.F.R. 229.601(b)(4)(iii), this document is not filed herewith, however the registrant hereby agrees that such documents will be provided to the Commission upon request. ++ For the reason stated in footnote (+), this document and eight other substantially identical documents are not filed as exhibits to this Registration Statement. +++ For the reason stated in the footnote (+), this document and another substantially identical document are not filed as exhibits to this Registration Statement. All other schedules and exhibits are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements and related notes to financial statements. (b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed by Oglethorpe for the quarter ended December 31, 1993. 77 SCHEDULE I OGLETHORPE POWER CORPORATION MARKETABLE SECURITIES--OTHER SECURITY INVESTMENTS AS OF DECEMBER 31, 1993 (DOLLARS IN THOUSANDS)
NAME OF ISSUER AND PRINCIPAL MARKET CARRYING TITLE OF EACH ISSUE AMOUNT COST VALUE AMOUNT ------------------- --------- ---- ------ -------- BOND, RESERVE AND CONSTRUCTION FUNDS: United States Government securities . . . . . . . . . . . . . $ 58,416 $ 57,622 $ 59,247 $ 57,622 Repurchase agreements. . . . . . . . . 52,768 52,768 52,768 52,768 -------- -------- -------- -------- Total. . . . . . . . . . . . . . . $111,184 $110,390 $112,015 $110,390 -------- -------- -------- -------- -------- -------- -------- -------- DECOMMISSIONING FUND: United States Government securities . . . . . . . . . . . . . $ 37,112 $ 40,182 $ 39,694 $ 40,182 Corporate bonds. . . . . . . . . . . . 8,305 8,669 8,932 8,669 Cash and money market securities . . . 8,060 8,060 8,060 8,060 -------- -------- -------- -------- Total. . . . . . . . . . . . . . . $ 53,477 $ 56,911 $ 56,686 $ 56,911 -------- -------- -------- -------- -------- -------- -------- -------- CASH AND TEMPORARY CASH INVESTMENTS: Financial institution commercial paper. . . . . . . . . . . . . . . . $ 55,700 $ 55,593 $ 55,593 $ 55,593 Other corporate commercial paper . . . 160,920 152,793 152,793 152,793 CFC commercial paper . . . . . . . . . 9,935 9,935 9,935 9,935 Repurchase agreements. . . . . . . . . 25,549 25,549 25,549 25,549 Cash and money market securities . . . 303 303 303 303 -------- -------- -------- -------- Total. . . . . . . . . . . . . . . $252,407 $244,173 $244,173 $244,173 -------- -------- -------- -------- -------- -------- -------- --------
78 SCHEDULE V OGLETHORPE POWER CORPORATION UTILITY PLANT, INCLUDING INTANGIBLES FOR THE YEAR ENDED DECEMBER 31, 1993 (DOLLARS IN THOUSANDS)
BALANCE AT OTHER BALANCE BEGINNING ADDITIONS CHANGES AT END CLASSIFICATION OF PERIOD AT COST RETIREMENTS(1) DEBIT/(CREDIT) OF PERIOD - -------------- ---------- --------- -------------- -------------- --------- Plant in service: Intangible . . . . . . . . .$ 8,002 $ 1,214 $ - $ - $ 9,216 Production plant Steam. . . . . . . . . . . 889,989 2,818 (354) (174)(4) 892,279 Nuclear. . . . . . . . . . 3,271,428 19,566 (2,553) (4,261)(4) 3,284,180 Hydro. . . . . . . . . . . 10,344 5 (8) - 10,341 Other. . . . . . . . . . . 3,665 - - - 3,665 Transmission plant . . . . . 469,275 7,455 (2,407) - 474,323 Distribution plant . . . . . 243,233 37,537 (5,727) - 275,043 General plant. . . . . . . . 72,624 13,971 (2,996) - 83,599 Construction work in progress . . . . . . . . . . 322,628 128,337(2) - - 450,965 Plant held for future use. . . 11,720 3,375(3) - - 15,095 Plant acquisition adjustments. . . . . . . . . 34,832 - - - 34,832 Nuclear fuel . . . . . . . . . 269,476 35,547 (73,773) - 231,250 ---------- -------- -------- ------- ---------- Total Utility Plant. . . . .$5,607,216 $249,825 $(87,818) $(4,435) $5,764,788 ---------- -------- -------- ------- ---------- ---------- -------- -------- ------- ---------- - ----------------- Notes: (1) Retirements have been charged to accumulated provision for depreciation (Schedule VI). (2) CWIP additions represent transfers to plant in service of $(72,512) and additions and other miscellaneous transfers of $200,849. (3) Plant held for future use additions represent transfers to plant in service of $(66) and additions and other miscellaneous transfers of $3,441. (4) Amounts represents an adjustment related to a change in inventory methods at jointly owned generating plants. Certain items of spare parts inventory were originally charged to plant investment.
79 SCHEDULE V OGLETHORPE POWER CORPORATION UTILITY PLANT, INCLUDING INTANGIBLES FOR THE YEAR ENDED DECEMBER 31, 1992 (DOLLARS IN THOUSANDS)
BALANCE AT OTHER BALANCE BEGINNING ADDITIONS CHANGES AT END CLASSIFICATION OF PERIOD AT COST RETIREMENTS(1) DEBIT/(CREDIT) OF PERIOD - -------------- ---------- --------- -------------- -------------- --------- Plant in service: Intangibles. . . . . . . . .$ 7,925 $ 77 $ - $ - $ 8,002 Production plant Steam. . . . . . . . . . . 894,904 1,465 (2,017) (4,363)(4) 889,989 Nuclear. . . . . . . . . . 3,270,823 13,016 (3,348) (9,063)(4) 3,271,428 Hydro. . . . . . . . . . . 10,327 17 - - 10,344 Other. . . . . . . . . . . 3,867 (202) - - 3,665 Transmission plant . . . . . 444,678 28,342 (3,745) - 469,275 Distribution plant . . . . . 216,326 28,927 (2,020) - 243,233 General plant. . . . . . . . 69,328 3,764 (468) - 72,624 Construction work in progress . . . . . . . . . . 178,980 143,648 (2) - - 322,628 Plant held for future use. . . 11,803 (83)(3) - - 11,720 Plant acquisition adjustments. . . . . . . . . 34,796 36 - - 34,832 Nuclear fuel . . . . . . . . . 309,102 51,992 (91,618) - 269,476 ---------- -------- --------- -------- ---------- Total Utility Plant. . . . .$5,452,859 $270,999 $(103,216) $(13,426) $5,607,216 ---------- -------- --------- -------- ---------- ---------- -------- --------- -------- ---------- - ------------------ Notes: (1) Retirements have been charged to accumulated provision for depreciation (Schedule VI). (2) CWIP additions represent transfers to plant in service of $(62,280) and additions and other miscellaneous transfers of $205,928. (3) Plant held for future use additions represent transfers to plant in service of $(165) and additions and other miscellaneous transfers of $82. (4) Amount represents an adjustment related to a change of inventory accounting methods at jointly owned generating plants. Certain items of spare parts inventory were originally charged to plant investment.
80 SCHEDULE V OGLETHORPE POWER CORPORATION UTILITY PLANT, INCLUDING INTANGIBLES FOR THE YEAR ENDED DECEMBER 31, 1991 (DOLLARS IN THOUSANDS)
BALANCE AT OTHER BALANCE BEGINNING ADDITIONS CHANGES AT END CLASSIFICATION OF PERIOD AT COST RETIREMENTS(1) DEBIT/(CREDIT) OF PERIOD - -------------- ---------- --------- -------------- -------------- --------- Plant in service: Intangibles. . . . . . . . .$ 7,642 $ 283 $ - $ - $ 7,925 Production plant Steam. . . . . . . . . . . 894,045 872 (13) - 894,904 Nuclear. . . . . . . . . . 3,254,930 21,298 (5,405) - 3,270,823 Hydro. . . . . . . . . . . 9,482 845 - - 10,327 Other. . . . . . . . . . . 3,867 - - - 3,867 Transmission plant . . . . . 422,946 22,838 (1,106) - 444,678 Distribution plant . . . . . 175,012 46,030 (4,716) - 216,326 General plant. . . . . . . . 67,311 2,152 (135) - 69,328 Construction work in progress . . . . . . . . . . 102,045 76,935 (2) - - 178,980 Plant held for future use. . . 22,325 (10,522)(3) - - 11,803 Plant acquisition adjustments. . . . . . . . . 34,588 208 - - 34,796 Nuclear fuel . . . . . . . . . 309,643 41,229 (41,770) - 309,102 ---------- -------- -------- ---- ---------- Total Utility Plant. . . . .$5,303,836 $202,168 $(53,145) $ - $5,452,859 ---------- -------- -------- ---- ---------- ---------- -------- -------- ---- ---------- - ---------------- Notes: (1) Retirements have been charged to accumulated provision for depreciation (Schedule VI). (2) CWIP additions represent transfers to plant in service of $(93,151) and additions and other miscellaneous transfers of $170,086. (3) Plant held for future use additions represent transfers to deferred debits of $(21,131) and additions and other miscellaneous transfers of $10,609.
81 SCHEDULE VI OGLETHORPE POWER CORPORATION ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT FOR THE YEAR ENDED DECEMBER 31, 1993 (DOLLARS IN THOUSANDS)
BALANCE RETIREMENTS ADJUSTMENTS BALANCE BEGINNING ANNUAL LESS NET AND AT END DESCRIPTION OF PERIOD ACCRUALS(1) SALVAGE(2) TRANSFERS OF PERIOD - ----------- ---------- ----------- ----------- ----------- --------- Production plant: Steam. . . . . . . . . . . $ (285,448) $ (24,830) $ 402 $ - (309,876) Nuclear. . . . . . . . . . (546,748) (85,612) 4,450 - (627,910) Hydro. . . . . . . . . . . (1,261) (252) 8 - (1,505) Other. . . . . . . . . . . (915) (40) - - (955) Transmission plant . . . . . (103,602) (11,057) 2,027 - (112,632) Distribution plant . . . . . (27,105) (6,681) 3,295 - (30,491) General plant. . . . . . . . (18,887) (4,240) 2,931 - (20,196) Nuclear fuel . . . . . . . . (145,850) (48,996) 73,773 - (121,073) Plant acquisition adjustments. . . . . . . . (26,435) (1,061) - - (27,496) Other miscellaneous. . . . . (5,926) (805) - - (6,731) ----------- --------- ------- ---- ----------- Total Accumulated Provision For Depreciation . . . . . . $(1,162,177) $(183,574) $86,886 $ - $(1,258,865) ----------- --------- ------- ---- ----------- ----------- --------- ------- ---- ----------- - ---------------- Notes: (1) Amount of annual accrual charged to: Expense $(171,431) Other accounts (12,143) --------- $(183,574) --------- --------- (2) Property Retirements: Book cost $ 87,581 Removal cost 2,617 Salvage materials (3,312) --------- $ 86,886 --------- ---------
82 SCHEDULE VI OGLETHORPE POWER CORPORATION ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT FOR THE YEAR ENDED DECEMBER 31, 1992 (DOLLARS IN THOUSANDS)
BALANCE RETIREMENTS ADJUSTMENTS BALANCE BEGINNING ANNUAL LESS NET AND AT END DESCRIPTION OF PERIOD ACCRUALS(1) SALVAGE(2) TRANSFERS OF PERIOD - ----------- ---------- ----------- ----------- ----------- --------- Production plant: Steam. . . . . . . . . . . $ (262,639) $ (24,924) $ 2,115 $ - $ (285,448) Nuclear. . . . . . . . . . (466,631) (84,093) 3,976 - (546,748) Hydro. . . . . . . . . . . (1,010) (251) - - (1,261) Other. . . . . . . . . . . (873) (42) - - (915) Transmission plant . . . . . (96,070) (10,795) 3,263 - (103,602) Distribution plant . . . . . (22,134) (6,165) 1,194 - (27,105) General plant. . . . . . . . (15,469) (3,921) 503 - (18,887) Nuclear fuel . . . . . . . . (181,833) (55,635) 91,618 - (145,850) Plant acquisition adjustments. . . . . . . . (25,229) (1,206) - - (26,435) Other miscellaneous. . . . . (5,025) (901) - - (5,926) ----------- --------- -------- ---- ----------- Total Accumulated Provision For Depreciation . . . . . . . $(1,076,913) $(187,933) $102,669 $ - $(1,162,177) ----------- --------- -------- ---- ----------- ----------- --------- -------- ---- ----------- - ---------------- Notes: (1) Amount of annual accrual charged to: Expense $(170,916) Other accounts (17,017) --------- $(187,933) --------- --------- (2) Property Retirements: Book cost $103,215 Removal cost 1,538 Salvage materials (2,084) --------- $102,669 --------- ---------
83 SCHEDULE VI OGLETHORPE POWER CORPORATION ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT FOR THE YEAR ENDED DECEMBER 31, 1991 (DOLLARS IN THOUSANDS)
BALANCE RETIREMENTS ADJUSTMENTS BALANCE BEGINNING ANNUAL LESS NET AND AT END DESCRIPTION OF PERIOD ACCRUALS(1) SALVAGE(2) TRANSFERS OF PERIOD - ----------- ---------- ----------- ----------- ----------- --------- Production plant: Steam. . . . . . . . . . . $(237,102) $ (25,603) $ 66 $ - $ (262,639) Nuclear. . . . . . . . . . (379,311) (93,931) 6,611 - (466,631) Hydro. . . . . . . . . . . (756) (254) - - (1,010) Other. . . . . . . . . . . (829) (44) - - (873) Transmission plant . . . . . (86,901) (10,301) 1,132 - (96,070) Distribution plant . . . . . (19,493) (5,229) 2,588 - (22,134) General plant. . . . . . . . (11,731) (3,856) 118 - (15,469) Nuclear fuel . . . . . . . . (169,122) (54,481) 41,770 - (181,833) Plant acquisition adjustments. . . . . . . . (23,970) (1,259) - - (25,229) Other miscellaneous. . . . . (4,137) (888) - - (5,025) --------- --------- ------- ---- ----------- Total Accumulated Provision For Depreciation . . . . . . $(933,352) $(195,846) $52,285 $ - $(1,076,913) --------- --------- ------- ---- ----------- --------- --------- ------- ---- ----------- - ---------------- Notes: (1) Amount of annual accrual charged to: Expense $(184,094) Other accounts (11,752) --------- $(195,846) --------- (2) Property Retirements: Book cost $ 53,047 Removal cost 1,631 Salvage materials (2,393) --------- $ 52,285 --------- ---------
84 SCHEDULE X OGLETHORPE POWER CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION DECEMBER 31, 1993, 1992 AND 1991 (DOLLARS IN THOUSANDS)
COLUMN A COLUMN B - -------- ----------------------- CHARGED TO COSTS AND EXPENSES ----------------------------- ITEM 1993 1992 1991 ---- ---- ---- ---- Maintenance & repairs. . . . . . . . . . . . . . $67,572 $57,890 $74,050 Taxes other than payroll and income taxes: Real & personal property taxes . . . . . . . . 21,992 14,640 22,431
J - - 85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31st day of March, 1994. OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION) By: /s/ J. CALVIN EARWOOD ----------------------------------------- J. CALVIN EARWOOD, CHAIRMAN OF THE BOARD PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. CALVIN EARWOOD Chairman of the Board, March 31, 1994 - --------------------------- Director (Principal Executive J. CALVIN EARWOOD Officer) /s/ T. D. KILGORE President and Chief Executive March 31, 1994 - --------------------------- Officer (Principal Executive T. D. KILGORE Officer) /s/ JOHN S. DEAN, SR. Secretary-Treasurer (Principal March 31, 1994 - --------------------------- Financial Officer) JOHN S. DEAN, SR. /s/ EUGEN HECKL Senior Vice President and Chief March 31, 1994 - --------------------------- Financial Officer (Principal EUGEN HECKL Financial Officer) /s/ LARRY N. BROWNLEE Controller March 31, 1994 - --------------------------- (Principal Accounting Officer) LARRY N. BROWNLEE /s/ JMON WARNOCK Director March 31, 1994 - --------------------------- JMON WARNOCK /s/ CHARLES R. FENDLEY Director March 31, 1994 - --------------------------- CHARLES R. FENDLEY /s/ GEORGE C. MARTIN Director March 31, 1994 - --------------------------- GEORGE C. MARTIN
86
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. G. MCCALMON Director March 31, 1994 - --------------------------- J. G. MCCALMON /s/ D. A. ROBINSON, III Director March 31, 1994 - --------------------------- D. A. ROBINSON, III /s/ JAMES E. ESTES Director March 31, 1994 - --------------------------- JAMES E. ESTES /s/ LARRY N. CHADWICK Director March 31, 1994 - --------------------------- LARRY N. CHADWICK /s/ SIMMIE KING Director March 31, 1994 - --------------------------- SIMMIE KING /s/ W. F. FARR Director March 31, 1994 - --------------------------- W. F. FARR /s/ GARY T. DRAKE Alternate Director March 31, 1994 - --------------------------- GARY T. DRAKE /s/ JEFF S. PIERCE, JR. Director March 31, 1994 - --------------------------- JEFF S. PIERCE, JR. /s/ DONALD C. COOPER Director March 31, 1994 - --------------------------- DONALD C. COOPER /s/ HERBERT CHURCH Director March 31, 1994 - --------------------------- HERBERT CHURCH /s/ MAC F. OGLESBY Director March 31, 1994 - --------------------------- MAC F. OGLESBY /s/ BENNY W. DENHAM Director March 31, 1994 - --------------------------- BENNY W. DENHAM /s/ E. L. MCLOCKLIN Director March 31, 1994 - --------------------------- E. L. MCLOCKLIN /s/ SAM RABUN Director March 31, 1994 - --------------------------- SAM RABUN /s/ E. J. MARTIN, JR. Director March 31, 1994 - --------------------------- E. J. MARTIN, JR.
87
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. D. WILLIAMS Director March 31, 1994 - --------------------------- J. D. WILLIAMS /s/ RONNIE FLEEMAN Director March 31, 1994 - --------------------------- RONNIE FLEEMAN /s/ D. LAMAR COOPER Director March 31, 1994 - --------------------------- D. LAMAR COOPER /s/ BARRY H. MARTIN Director March 31, 1994 - --------------------------- BARRY H. MARTIN /s/ JOHN B. FLOYD, JR. Director March 31, 1994 - --------------------------- JOHN B. FLOYD, JR. /s/ STEVE RAWL, SR. Director March 31, 1994 - --------------------------- STEVE RAWL, SR. /s/ JAMES GRUBBS Director March 31, 1994 - --------------------------- JAMES GRUBBS /s/ SAMMY M. JENKINS Director March 31, 1994 - --------------------------- SAMMY M. JENKINS /s/ J. M. SHERRER Director March 31, 1994 - --------------------------- J. M. SHERRER /s/ JACK D. VICKERS Director March 31, 1994 - --------------------------- JACK D. VICKERS /s/ C. W. COX, JR. Director March 31, 1994 - --------------------------- C. W. COX, JR. /s/ JOHNNIE CRUMBLEY Director March 31, 1994 - --------------------------- JOHNNIE CRUMBLEY /s/ JARNETT W. WIGINGTON Director March 31, 1994 - --------------------------- JARNETT W. WIGINGTON /s/ BOB JERNIGAN Director March 31, 1994 - --------------------------- BOB JERNIGAN /s/ C. WILLARD MIMS Director March 31, 1994 - --------------------------- C. WILLARD MIMS /s/ JAMES E. DOOLEY Director March 31, 1994 - --------------------------- JAMES E. DOOLEY /s/ WILLIS T. WOODRUFF Director March 31, 1994 - --------------------------- WILLIS T. WOODRUFF
88
SIGNATURE TITLE DATE --------- ----- ---- /s/ HUBERT HANCOCK Director March 31, 1994 - --------------------------- HUBERT HANCOCK /s/ BOB J. DICKENS Director March 31, 1994 - --------------------------- BOB J. DICKENS /s/ W. W. ARCHER Director March 31, 1994 - --------------------------- W. W. ARCHER
89 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. The registrant is a membership corporation and has no authorized or outstanding equity securities. Proxies are not solicited from the holders of Oglethorpe's public bonds. No annual report or proxy material has been sent to such bondholders. 90 EX-4. 2 EXHIBIT 4.7(J) United States Rural Washington Department Electrification D.C. of Agriculture Administration 20250 26 Aug 1993 Mr. Tom D. Kilgore President and Chief Executive Officer Oglethorpe Power Corporation P.O. Box 1349 Tucker, Georgia 30085-1349 Dear Mr. Kilgore: We are pleased to advise you that the United States of America (the "Government"), acting through the Administrator of the Rural Electrification Administration ("REA"), hereby consents, subject to the conditions set forth below, to a Type II Pollution Control accommodation of the Government's mortgage lien to Trust Company Bank ("Trustee") in its capacity as trustee under three Trust Indentures. This lien accommodation will provide security for up to an aggregate principal amount of $214,605,000 plus interest on long-term financing in connection with the sale of the Development Authority of Appling County, Georgia (the "Appling Development Authority"), fixed-rate Pollution Control Revenue Bonds, Series 1993 (the "1993 Appling Bonds"); the Development Authority of Burke County, Georgia (the "Burke Development Authority"), fixed-rate Pollution Control Revenue Bonds, Series 1993B (the "1993B Burke Bonds"); and the Development Authority of Heard County, Georgia (the "Heard Development Authority"), fixed-rate Pollution Control Revenue Bonds, Series 1993 (the "1993 Heard Bonds") (collectively, the "1993 Refunding Bonds"). The proceeds of the sale of the 1993 Refunding Bonds, together with certain other funds to be provided by Oglethorpe Power Corporation ("Oglethorpe") and other available moneys, are to be used to pay the principal of, redemption, premium and interest on the following issues of fixed rate Pollution Control Revenue Bonds: 1. The Appling Development Authority, Series 1978, which mature on January 1 in the years 1994, 1995, 1996, 1997, 1998, 1999 and 2009 (the "1978 Appling Bonds"). 2. The Appling Development Authority, Series 1984, which mature on January 1 in the years 1994, 1995, 1996, 1997, 1998, 1999, 2000, 2004, 2010, and 2013 (the "1984 Appling Bonds"). Page 2 Mr. Tom D. Kilgore 3. The Burke Development Authority, Series 1984, which mature on January 1 in the years 1994, 1995, 1996, and 1997 (the "1984 Burke Bonds"). 4. The Burke Development Authority, Series 1984B, which mature on January 1 in the years 1994, 1995, 1996, 1997, 1998, 1999, 2000, 2004, and 2010 (the "1984B Burke Bonds"). 5. The Heard Development Authority, Series 1978, which mature on January 1 in the years 1994, 1995, 1996, 1997, 1998, 1999, and 2009 (the "1978 Heard Bonds"). The 1993 Refunding Bonds are intended to be redeemed on January 3, 1994. REA understands that: 1. The following documents will be used to effectuate the sale of the 1993 Refunding Bonds: a. Trust Indenture between the Appling Development Authority and Trust Company Bank, as trustee, dated as of October 1, 1993; b. Trust Indenture between the Burke Development Authority and Trust Company Bank, as trustee, dated as of October 1, 1993; c. Trust Indenture between the Heard Development Authority and Trust Company Bank, as trustee, dated as of October 1, 1993; d. Loan Agreement between the Appling Development Authority and Oglethorpe, dated as of October 1, 1993; e. Loan Agreement between the Burke Development Authority and Oglethorpe, dated as of October 1, 1993; f. Loan Agreement between the Heard Development Authority and Oglethorpe, dated as of October 1, 1993; g. Purchase Contract between Smith Barney Shearson Inc. ("Smith Barney") and the Appling Development Authority, dated the date of the sale of the 1993 Refunding Bonds; h. Purchase Contract between Smith Barney and the Burke Development Authority, dated the date of the sale of the 1993 Refunding Bonds; Page 3 Mr. Tom D. Kilgore i. Purchase Contract between Smith Barney and the Heard Development Authority, dated the date of the sale of the 1993 Refunding Bonds; j. Letter of Representation from Oglethorpe to Smith Barney and the Appling Development Authority, dated the date of the sale of the 1993 Refunding Bonds; k. Letter of Representation from Oglethorpe to Smith Barney and the Burke Development Authority, dated the date of the sale of the 1993 Refunding Bonds; l. Letter of Representation from Oglethorpe to Smith Barney and the Heard Development Authority, dated the date of the sale of the 1993 Refunding Bonds; m. 1993 Note from Oglethorpe to the Trustee as assignee and pledgee of the Appling Development Authority, dated as of October 1, 1993 (the "1993 Appling Note"); n. 1993B Note from Oglethorpe to the Trustee as assignee and pledgee of the Burke Development Authority, dated as of October 1, 1993 (the "1993B Burke Note"); and o. 1993 Note from Oglethorpe to the Trustee as assignee and pledgee of the Heard Development Authority, dated as of October 1, 1993 (the "1993 Heard Note"). (The above listed documents, as executed and delivered and as the same may hereafter be substituted, amended or supplemented, shall hereinafter collectively be referred to as the "Financing Documents".) 2. The following document will be used to secure the 1993 Appling Note, the 1993B Burke Note and the 1993 Heard Note: Consolidated Mortgage and Security Agreement (hereinafter called the "Mortgage"), dated as of October 1, 1993, made by and among Oglethorpe, as Mortgagor, and the Government, the National Bank for Cooperatives, Credit Suisse, acting by and through its New York Branch, and Trust Company Bank, as trustee under the bond indentures referenced therein, as Mortgagees. The Government, acting through the Administrator of the REA (the "Administrator"), hereby also consents, subject to the conditions set forth below, to the pollution control financing Page 4 Mr. Tom D. Kilgore transaction described in the Financing Documents and to the execution, delivery and performance by Oglethorpe of those Financing Documents to which it is a party. The effectiveness of REA's approvals set forth herein are hereby made subject to the following conditions: 1. That each of the Financing Documents are executed and delivered with only such changes from the drafts of those documents indicated on Enclosure 1 as REA may approve, and which approval shall be evidenced by the delivery by REA of a written consent to the execution and delivery of the 1993 Appling Note, 1993B Burke Note and the 1993 Heard Note; 2. That Oglethorpe provides to REA such legal opinions as the Administrator may desire; and 3. That Oglethorpe provides to REA certified board resolutions authorizing the execution, delivery and performance of each of the Financing Documents to which Oglethorpe is a party. REA's approvals set forth herein are also made subject to the condition that Oglethorpe accept the following provisions, which provisions shall amend and supplement that certain Amended and Consolidated Loan Contract, dated as of June 1, 1984, between Oglethorpe and the Government, as heretofore amended and supplemented (the "REA Loan Contract"): 1. Oglethorpe agrees that all provisions of the REA Loan Contract shall be applicable to the pollution control bond financing transaction described in the Financing Documents, except to the extent that the Administrator determines such provisions to be inapplicable; 2. Oglethorpe agrees that it will not, without the prior written approval of the Administrator, enter into or consent to any amendment or supplement to, or any assignment, modification or waiver of, any of the Financing Documents; 3. Oglethorpe shall comply with all of the material terms, obligations and conditions of the Financing Documents and shall not permit there to exist any default or event of default on its part under any of the Financing Documents; 4. Oglethorpe shall, as soon as practicable, after it has actual notice of the following events, inform the Administrator of such event and shall, if the Administrator so requests, provide information concerning such event in form and substance satisfactory to the Administrator: Page 5 Mr. Tom D. Kilgore a. That a default or event of default has occurred under any of the Financing Documents; b. That a default or event of default under any of the Financing Documents has been cured; c. That Oglethorpe has been called upon to protect, indemnify or otherwise hold harmless any person or entity pursuant to any of the Financing Documents; and d. That any of the Financing Documents have been terminated or partially terminated, amended or assigned. 5. Oglethorpe shall not request reimbursement from either insured or guaranteed loan funds of the general fund expenditures made by Oglethorpe for fees and expenses for which Oglethorpe is obligated under any of the Financing Documents and for which REA approval is herein given; 6. Oglethorpe will, by March 31, 1994, provide REA with a report on the amount of the 1993 Refunding Bonds sold, the interest rate, the level of the Debt Service Reserve Fund, and certification that the 1978 and 1984 Appling Bonds, the 1984 and 1984B Burke Bonds, and the 1978 Heard Bonds have been redeemed; 7. Oglethorpe will provide REA, as an attachment to its year-ending REA Form 12 Operating Report - Financial, an annual report relative to the amount of the 1993 Refunding Bonds outstanding; and 8. Oglethorpe agrees that the information contained in any Preliminary Offering Statement and any Offering Statement used in connection with the sale of the Refunding Bonds shall be correct in all material respects and shall not contain any untrue statement of material fact necessary to make the statements made therein not misleading; 9. Oglethorpe hereby reaffirms its obligation to consider and negotiate in good faith with the REA appropriate additional or alternative financial coverage ratios to be incorporated into Oglethorpe's mortgage or the REA Loan Contract (as the REA may determine). If the date of Closing (as such term is defined in the Purchase Contract) does not occur on or prior to March 31, 1994, then the approvals set forth herein shall expire. Page 6 Mr. Tom D. Kilgore Oglethorpe's execution and return of the second copy of this letter shall constitute its acknowledgement and acceptance of the provisions and conditions of this letter as amendments to the REA Loan Contract. Within 90 days of Closing (as such term is defined in the Purchase Contract), please promptly furnish us with three complete bound volumes containing all documents, certificates, opinions, exhibits and schedules executed or delivered in connection with the transaction described in the Financing Documents. One volume should contain executed copies of the documents; the other two volumes may contain conformed copies. Copies of this letter are being sent to Trust Company Bank and to Mr. J. Calvin Earwood, Chairman of the Board of Oglethorpe. Sincerely, /s/ James B. Huff, Sr. JAMES B. HUFF, SR. Administrator Enclosure ENCLOSURE I DRAFT FINANCING DOCUMENTS TO BE EXECUTED AND DELIVERED TO REA AS PART OF THE SALE OF THE FOLLOWING FIXED-RATE POLLUTION CONTROL REVENUE BONDS: APPLING COUNTY DEVELOPMENT AUTHORITY, SERIES 1993; BURKE COUNTY DEVELOPMENT AUTHORITY, SERIES 1993B; AND HEARD COUNTY DEVELOPMENT AUTHORITY, SERIES 1993 (COLLECTIVELY, THE "1993 REFUNDING BONDS") AS SUCH FINANCING DOCUMENTS ARE REFERENCED AND INCORPORATED IN THE ADMINISTRATOR'S LETTER APPROVING THE SALE OF THE 1993 REFUNDING BONDS. 1. Trust Indenture - 1993 Appling Bonds, draft dated May 26, 1993 2. Trust Indenture - 1993B Burke Bonds, draft dated May 26, 1993 3. Trust Indenture - 1993 Heard Bonds, draft dated May 26, 1993 4. Loan Agreement - 1993 Appling Bonds, draft dated May 26, 1993 5. Loan Agreement - 1993B Burke Bonds, draft dated May 26, 1993 6. Loan Agreement - 1993 Heard Bonds, draft dated May 26, 1993 7. 1993 Appling Note, draft dated May 26, 1993 8. 1993B Burke Note, draft dated May 26, 1993 9. 1993 Heard Note, draft dated May 26, 1993 10. Purchase Contract - 1993 Appling Bonds, draft dated April 30, 1993 11. Purchase Contract - 1993B Burke Bonds, draft dated April 30, 1993 12. Purchase Contract - 1993 Heard Bonds, draft dated April 30, 1993 13. Letter of Representation - 1993 Appling Bonds, draft dated April 30, 1993 14. Letter of Representation - 1993B Burke Bonds, draft dated April 30, 1993 15. Letter of Representation - 1993 Heard Bonds, draft dated April 30, 1993 EX-4. 3 EXHIBIT 4.8.11 [CONFORMED COPY] PURSUANT TO SECTION 44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT CONSTITUTES A LIEN ON ALL AFTER-ACQUIRED PROPERTY OF THE MORTGAGOR. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- REA PROJECT DESIGNATION: GEORGIA 109 OPC CONSOLIDATED MORTGAGE AND SECURITY AGREEMENT MADE BY AND AMONG OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), MORTGAGOR AND UNITED STATES OF AMERICA, NATIONAL BANK FOR COOPERATIVES, CREDIT SUISSE, ACTING BY AND THROUGH ITS NEW YORK BRANCH, AND TRUST COMPANY BANK, as trustee under, respectively, the within-mentioned Oglethorpe- Appling 1978 Bond Indenture, Oglethorpe-Appling 1984 Bond Indenture, Oglethorpe-Appling 1985 Bond Indenture, Oglethorpe-Appling 1993 Bond Indenture, Oglethorpe-Burke 1982 Bond Indenture, Oglethorpe-Burke 1984 Bond Indenture, Oglethorpe-Burke 1984B Bond Indenture, Oglethorpe-Burke 1985 Bond Indenture, Oglethorpe-Burke 1989 Bond Indenture, Oglethorpe-Burke 1992A Bond Indenture, Oglethorpe-Burke 1992 (1993A) Bond Indenture, Oglethorpe-Burke 1992 (1994A) Bond Indenture, Oglethorpe-Burke 1993B Bond Indenture, Oglethorpe-Heard 1978 Bond Indenture, Oglethorpe-Heard 1993 Bond Indenture, Oglethorpe-Monroe 1982 Bond Indenture and Oglethorpe-Monroe 1992A Bond Indenture, MORTGAGEES Dated as of September 1, 1993 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- THIS INSTRUMENT CONSTITUTES A DEED TO SECURE DEBT AND SECURITY AGREEMENT COVERING BOTH REAL AND PERSONAL PROPERTY OF A CORPORATION ENGAGED IN THE PRODUCTION AND TRANSMISSION OF ELECTRICITY AND IS TO BE CROSS-INDEXED, PURSUANT TO (S)(S) 44-14-36 AND 11-9-302(3)(C) OF OFFICIAL CODE OF GEORGIA ANNOTATED, IN ALL INDICES IN WHICH ARE RECORDED LIENS, MORTGAGES, OR OTHER ENCUMBRANCES ON PERSONAL PROPERTY. TABLE OF CONTENTS (The Table of Contents for this Consolidated Mortgage and Security Agreement is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provision of this Consolidated Mortgage and Security Agreement.) RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 GRANTING CLAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 PROPERTY DESCRIPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 12 HABENDUM CLAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 ARTICLE I. Additional Notes Section 1. Additional Notes; Future Advances. . . . . . . . . . . 98 Section 2. Supplemental Mortgages . . . . . . . . . . . . . . . . 99 ARTICLE II. Particular Covenants of the Mortgagor Section 1. Transactions Authorized. . . . . . . . . . . . . . . . 99 Section 2. Ownership of Property; Discharge of Liens. . . . . . . 99 Section 3. Additional Encumbrances and Indebtedness . . . . . . . 101 Section 4. Payment of Principal, Interest and Other Amounts Due; Prepayments Permitted. . . . . . . . . . . . . . . . . 102 Section 5. Preservation of Franchises, Etc.; Preservation of Corporate Existence; Mergers or Consolidations; Sales of Assets; Releases of Property. . . . . . . . . . . . 102 Section 6. Maintenance of Property. . . . . . . . . . . . . . . . 105 Section 7. Purchase of Assets; Long-Term Leases . . . . . . . . . 107 Section 8. Insurance. . . . . . . . . . . . . . . . . . . . . . . 107 Section 9. Advances by Mortgagees for Unpaid Taxes, Insurance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 109 Section 10. Extension of System; Certain Contracts, Expenses and Investments. . . . . . . . . . . . . . . . . . . . . . 109 Section 11. Salaries and Wages . . . . . . . . . . . . . . . . . . 110 Section 12. Maintenance of Records; Financial Information. . . . . 110 Section 13. Further Assurances; Additional Security Upon Deficit in Net Income. . . . . . . . . . . . . . . . . . . . . 110 Section 14. Extensions of Time; Consent of Mortgagor . . . . . . . 111 Section 15. TIER, DSC. . . . . . . . . . . . . . . . . . . . . . . 111 Section 15A. ADSCR. . . . . . . . . . . . . . . . . . . . . . . . . 112 Section 16. Limit on Distributions . . . . . . . . . . . . . . . . 113 Section 17. Applications of Proceeds - Eminent Domain. . . . . . . 113 Section 18. General Manager. . . . . . . . . . . . . . . . . . . . 114 Section 19. No Defaults under Other Agreements; Notice of Amendments and Limitations of Remedies under Bond Instruments. . . . . . . . . . . . . . . . . . . . . . 114 Section 20. Location of Certain Records. . . . . . . . . . . . . . 114 Section 21. Rights of Way, Easements . . . . . . . . . . . . . . . 114 Section 22. Limit on Investments . . . . . . . . . . . . . . . . . 114 Section 23. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . 115 Section 24. Enforcement of Contracts; Provision of Electric Power and Energy . . . . . . . . . . . . . . . . . . . . . . 115 i ARTICLE III. Remedies of the Mortgagees and Noteholders . . . . . . . 116 Section 1. Events of Default; Remedies of Government. . . . . . . 116 Events of Default (a) default in payment under notes. . . . . . . . 116 (b) event of default under loan agreements. . . . 116 (c) default in observance of certain covenants. . 116 (d) default in observance of other covenants. . . 116 (e) bankruptcy. . . . . . . . . . . . . . . . . . 116 (f) receiver or liquidator appointed. . . . . . . 116 (g) forfeiture of charter or certain franchises, permits, etc. . . . . . . . . . . . . . . . . 116 (h) final judgment unsatisfied. . . . . . . . . . 116 (i) default re subordinated indebtedness. . . . . 116 Remedies of Government - (aa) acceleration. . . . . . . . . . . . . . . . . 117 (bb) possession. . . . . . . . . . . . . . . . . . 117 (cc) enforcement of legal and equitable rights . . 117 (dd) sale of property. . . . . . . . . . . . . . . 117 (ee) sale under power pursuant to Georgia Law. . . 117 Section 2. Remedies of Other Mortgagees and Noteholders. . . . . 118 (a) after 30 days . . . . . . . . . . . . . . . . 118 (b) inability of Government to act; right of CoBank to act; right of Credit Bank to act. . 119 (c) acceleration by Trustees. . . . . . . . . . . 120 (d) receiver after one year . . . . . . . . . . . 120 Section 3. Notice of Defaults and Remedies . . . . . . . . . . . 121 Section 4. Purchase of Property by Noteholders . . . . . . . . . 121 Section 5. Application of Proceeds . . . . . . . . . . . . . . . 121 Section 6. Remedies Cumulative; No Election. . . . . . . . . . . 122 Section 7. No Interference with Exercise of Remedies . . . . . . 122 Section 8. Waiver of Default after Cure. . . . . . . . . . . . . 122 Section 9. Mortgagees as Attorney in Fact. . . . . . . . . . . . 122 Section 10. No Consent to Reorganizations, Arrangements or Compositions. . . . . . . . . . . . . . . . . . . . . 122 Section 11. Actions in Name of Mortgagees . . . . . . . . . . . . 122 ARTICLE IV. Possession Until Default - Defeasance Clause. . . . . . . 122 Section 1. Possession until Default. . . . . . . . . . . . . . . 122 Section 2. Legal Effect of Assignment. . . . . . . . . . . . . . 123 Section 3. Defeasance. . . . . . . . . . . . . . . . . . . . . . 123 ARTICLE V. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 123 Section 1. All Property as Realty. . . . . . . . . . . . . . . . 123 Section 2. Binding Effect on Successors and Assigns. . . . . . . 124 Section 3. Headings for Convenience Only . . . . . . . . . . . . 124 Section 4. Notices . . . . . . . . . . . . . . . . . . . . . . . 124 Section 5. Severability. . . . . . . . . . . . . . . . . . . . . 125 Section 6. Glossary of Terms . . . . . . . . . . . . . . . . . . 125 Section 7. Security Agreement and Financing Statement. . . . . . 148 Section 8. Indemnification of Mortgagees . . . . . . . . . . . . 149 Section 9. Government as Noteholder. . . . . . . . . . . . . . . 149 Section 10. Administrator . . . . . . . . . . . . . . . . . . . . 149 Section 11. Execution Counterparts. . . . . . . . . . . . . . . . 149 Section 12. Amendments of Certain Provisions Not Requiring Consent of ii Trustees, Credit Bank or CoBank. . . . . . . . . . 149 Section 13. Amendments for Certain Purposes Not Requiring Consent of Trustees, Credit Bank or CoBank. . . . . . . . . . 150 Section 14. Amendments or Substitution Not Requiring Consent of Certain Trustees . . . . . . . . . . . . . . . . . . . . . 150 Section 15. Document Constitutes Deed to Secure Debt. . . . . . . 151 Section 16. Governing Law . . . . . . . . . . . . . . . . . . . . 151 Section 17. Effect of Failure to Issue Certain Note . . . . . . . 151 Section 18. Amendment if Government No Longer a Noteholder. . . . 152 Section 19. Liability of Mortgagees . . . . . . . . . . . . . . . 153 Section 20. Effect Prior to Advance Under Certain Note. . . . . . 153 Section 21. Effect of Failure to Authenticate and Deliver Certain Bonds. . . . . . . . . . . . . . . . . . . . . . . 154 Section 22. Effect While Letter of Credit Outstanding . . . . . . 154 Section 23. Substitute Letter of Credit Provider. . . . . . . . . 155 TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159 iii (This page has been left blank intentionally.) CONSOLIDATED MORTGAGE AND SECURITY AGREEMENT, dated as of September 1, 1993, made by and among OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), an electric membership corporation organized and existing under the laws of the State of Georgia, formerly known as Oglethorpe Electric Membership Corporation (hereinafter called the "Mortgagor"), the UNITED STATES OF AMERICA (hereinafter called the "Government"), acting through the Administrator of the Rural Electrification Administration (hereinafter called "REA"), NATIONAL BANK FOR COOPERATIVES (hereinafter called "CoBank"), a bank chartered by the Government and supervised and examined by the Farm Credit Administration, an independent agency of the Government (successor by merger effective January 1, 1989, to Columbia Bank for Cooperatives), Credit Suisse (hereinafter called the "Credit Bank"), a banking corporation organized and existing under the laws of Switzerland, acting by and through its New York Branch, and TRUST COMPANY BANK, a banking corporation organized and existing under the laws of the State of Georgia, as trustee under, respectively, the Oglethorpe-Appling 1978 Bond Indenture, the Oglethorpe-Appling 1984 Bond Indenture, the Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling 1993 Bond Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the Oglethorpe-Burke 1984 Bond Indenture, the Oglethorpe-Burke 1984B Bond Indenture, the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992 (1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Heard 1978 Bond Indenture, the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982 Bond Indenture and the Oglethorpe-Monroe 1992A Bond Indenture, as such indentures are defined in the Glossary of Terms contained hereinbelow (hereinafter called the "Trustees") (the Government, CoBank, the Credit Bank and the Trustees hereinafter sometimes called the "Mortgagees"). RECITALS WHEREAS, the Mortgagor has incurred or may incur, from time to time, pursuant to the Act and under the REA Loan Contract certain indebtedness and other obligations to the Government or to third parties and guaranteed by the Government (including indebtedness incurred by the assumption by the Mortgagor of the indebtedness of third parties to the Government or to other third parties and guaranteed by the Government), which indebtedness and other obligations are or are to be evidenced, as applicable, by Outstanding Notes, Additional Guaranteed Notes and Additional REA Notes; and WHEREAS, pursuant to the Oglethorpe-Appling 1978 Loan Agreement, the Oglethorpe-Appling 1984 Loan Agreement, the Oglethorpe-Appling 1985 Loan Agreement, the Oglethorpe-Burke 1982 Loan Agreement, the Oglethorpe-Burke 1984 Loan Agreement, the Oglethorpe-Burke 1984B Loan Agreement, the Oglethorpe-Burke 1985 Loan Agreement, the Oglethorpe-Burke 1989 Loan Agreement, the Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke 1992 (1993A) Loan Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement, the Oglethorpe-Heard 1978 Loan Agreement, the Oglethorpe-Monroe 1982 Loan Agreement and the Oglethorpe-Monroe 1992A Loan Agreement, Appling Authority, Burke Authority, Heard Authority and Monroe Authority agreed to issue the Oglethorpe-Appling (1978 Bond Indenture) Bonds, the Oglethorpe-Appling (1984 Bond Indenture) Bonds, the Oglethorpe-Appling (1985 Bond Indenture) Bonds, the Oglethorpe-Burke (1982 Bond Indenture) Bonds, the Oglethorpe-Burke (1984 Bond Indenture) Bonds, the Oglethorpe-Burke (1984B Bond Indenture) Bonds, the Oglethorpe-Burke (1985 Bond Indenture) Bonds, the Oglethorpe-Burke (1989 Bond Indenture) Bonds, the Oglethorpe-Burke (1992A Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds, the Oglethorpe-Heard (1978 Bond Indenture) Bonds, the Oglethorpe-Monroe (1982 Bond Indenture) Bonds and the Oglethorpe-Monroe (1992A Bond Indenture) Bonds, respectively, and to loan the proceeds thereof to the Mortgagor in accordance with the terms and conditions of the Oglethorpe-Appling 1978 Loan Agreement, the Oglethorpe-Appling 1984 Loan Agreement, the Oglethorpe-Appling 1985 Loan Agreement, the Oglethorpe-Burke 1982 Loan Agreement, the Oglethorpe-Burke 1984 Loan Agreement, the Oglethorpe-Burke 1984B Loan Agreement, the Oglethorpe-Burke 1985 Loan Agreement, the Oglethorpe-Burke 1989 Loan Agreement, the Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke 1992 (1993A) Loan Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement, the Oglethorpe-Heard 1978 Loan Agreement, the Oglethorpe-Monroe 1982 Loan Agreement and the Oglethorpe-Monroe 1992A Loan Agreement, respectively, which loans are or are to be evidenced by the execution and delivery of Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, respectively [, including the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note, the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note, the First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note and the First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note], from time to time by the Mortgagor to the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee, respectively; and WHEREAS, to finance a portion of the cost of construction of certain transmission facilities, the Mortgagor, pursuant to the REA Loan Contract, heretofore has duly authorized, executed and delivered the First REA Transmission Note; and WHEREAS, to finance a portion of the cost of construction of certain transmission facilities, the Mortgagor, pursuant to the REA Loan Contract, heretofore has duly authorized, executed and delivered the Second REA Transmission Note; and WHEREAS, to finance a portion of the cost of construction of certain transmission facilities, the Mortgagor heretofore has entered into the First CoBank Transmission Loan Agreement and has accordingly duly authorized, executed and delivered to CoBank the First CoBank Transmission Note; and WHEREAS, to finance a portion of the cost of construction of certain transmission facilities, the Mortgagor heretofore has entered into the Second CoBank Transmission Loan Agreement and has accordingly duly authorized, executed and delivered to CoBank the Second CoBank Transmission Note; and WHEREAS, to finance a portion of the cost of its facilities, the Mortgagor, pursuant to the REA Loan Contract, heretofore has duly authorized, executed and delivered the Outstanding Guaranteed Notes; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes and Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, the Oglethorpe-Appling 1978 Trustee and the Oglethorpe-Heard 1978 Trustee, the 1978 Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes and Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1982 Mortgage; and 2 WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1984 June Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1984 December Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1985 Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1988 Supplemental Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, 3 the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1989 Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Credit Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1992 April Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Credit Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee, the 1992 October Mortgage; and WHEREAS, to secure the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes, the Mortgagor heretofore has authorized, executed and delivered to the Government, CoBank, the Credit Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee, the 1992 December Mortgage; and WHEREAS, to provide for security for the timely payment of principal and interest on the 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds and to provide for the payment of the tender purchase price 4 thereof in the event of an optional or mandatory tender for purchase pursuant to the Oglethorpe-Burke 1992A Bond Indenture, the Mortgagor has entered into the Credit Agreement and has duly authorized, executed and delivered to the Credit Bank the First Credit Bank Note; and WHEREAS, to refinance a portion of the cost of construction, acquisition and improvement of certain pollution control systems and facilities appertaining to the Edwin I. Hatch Plant, the Mortgagor desires to enter into the Oglethorpe-Appling 1993 Loan Agreement pursuant to which Appling Authority agrees to issue the Oglethorpe-Appling (1993 Bond Indenture) Bonds, and to loan the proceeds thereof to the Mortgagor in accordance with the terms and conditions of the Oglethorpe-Appling 1993 Loan Agreement, such loan to be evidenced by the execution and delivery of the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes [, including the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note,] from time to time by the Mortgagor to the Oglethorpe-Appling 1993 Trustee; and WHEREAS, pursuant to the Oglethorpe-Appling 1993 Loan Agreement and the Oglethorpe-Appling 1993 Bond Indenture, the Mortgagor will apply the proceeds of the loan evidenced by the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note, together with amounts from other sources, in partial prepayment of the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note and the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note, by paying such amounts to the Oglethorpe-Appling 1978 Trustee and the Oglethorpe-Appling 1984 Trustee pursuant to Section 8.1 of the Oglethorpe-Appling 1978 Loan Agreement and Section 8.1 of the Oglethorpe-Appling 1984 Loan Agreement, respectively, for the purpose of refunding certain maturities of the outstanding Oglethorpe-Appling (1978 Bond Indenture) Bonds and Oglethorpe-Appling (1984 Bond Indenture) Bonds pursuant to Sections 308 and 402 of the Oglethorpe-Appling 1978 Bond Indenture and Sections 308 and 402 of the Oglethorpe-Appling 1984 Bond Indenture, respectively; and WHEREAS, as a result of such prepayment, the aggregate outstanding principal amount of the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note and the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note will be reduced by an amount greater than the original principal amount outstanding under the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note; and WHEREAS, to refinance a portion of the cost of construction, acquisition and improvement of certain pollution control systems and facilities appertaining to the Alvin W. Vogtle Plant, the Mortgagor desires to enter into the Oglethorpe-Burke 1993B Loan Agreement pursuant to which Burke Authority agrees to issue the Oglethorpe-Burke (1993B Bond Indenture) Bonds, and to loan the proceeds thereof to the Mortgagor in accordance with the terms and conditions of the Oglethorpe-Burke 1993B Loan Agreement, such loan to be evidenced by the execution and delivery of the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes [, including the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note,] from time to time by the Mortgagor to the Oglethorpe-Burke 1993B Trustee; and WHEREAS, pursuant to the Oglethorpe-Burke 1993B Loan Agreement and the Oglethorpe-Burke 1993B Bond Indenture, the Mortgagor will apply the proceeds of the loan evidenced by the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note, together with amounts from other sources, in partial prepayment of the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note and the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, by paying such amounts to the Oglethorpe-Burke 1984 Trustee and the Oglethorpe-Burke 1984B Trustee pursuant to Section 8.1 of the Oglethorpe-Burke 1984 Loan Agreement and Section 8.1 of the Oglethorpe-Burke 1984B Loan Agreement, respectively, for the purpose of refunding certain maturities of the outstanding Oglethorpe-Burke (1984 Bond Indenture) Bonds and Oglethorpe-Burke (1984B Bond Indenture) Bonds pursuant to Sections 308 and 402 of the Oglethorpe-Burke 1984 Bond Indenture and Sections 308 and 402 of the Oglethorpe-Burke 1984B Bond Indenture, respectively; and WHEREAS, as a result of such prepayment, the aggregate outstanding principal amount of the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note and the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note will be reduced by an amount greater than the original principal amount outstanding under the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note; and 5 WHEREAS, to refinance a portion of the cost of construction, acquisition and improvement of certain pollution control systems and facilities appertaining to the Hal B. Wansley Plant, the Mortgagor desires to enter into the Oglethorpe-Heard 1993 Loan Agreement pursuant to which Heard Authority agrees to issue the Oglethorpe-Heard (1993 Bond Indenture) Bonds, and to loan the proceeds thereof to the Mortgagor in accordance with the terms and conditions of the Oglethorpe-Heard 1993 Loan Agreement, such loan to be evidenced by the execution and delivery of the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes [, including the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note,] from time to time by the Mortgagor to the Oglethorpe-Heard 1993 Trustee; and WHEREAS, pursuant to the Oglethorpe-Heard 1993 Loan Agreement and the Oglethorpe-Heard 1993 Bond Indenture, the Mortgagor will apply the proceeds of the loan evidenced by the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note, together with amounts from other sources, in partial prepayment of the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note, by paying such amounts to the Oglethorpe-Heard 1978 Trustee pursuant to Section 8.1 of the Oglethorpe-Heard 1978 Loan Agreement for the purpose of refunding certain maturities of the outstanding Oglethorpe-Heard (1978 Bond Indenture) Bonds pursuant to Sections 308 and 402 of the Oglethorpe-Heard 1978 Bond Indenture; and WHEREAS, as a result of such prepayment, the outstanding principal amount of the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note will be reduced by an amount greater than the original principal amount outstanding under the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note; and WHEREAS, to secure the Outstanding Notes, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes, and to secure equally and ratably therewith Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes and Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes, and to establish certain rights and remedies of the Mortgagees as secured creditors, the Mortgagor, the Government, CoBank, the Credit Bank and the Trustees desire to execute and deliver this instrument; and WHEREAS, certain instruments referred to in the preceding recitals are identified as follows: INSTRUMENTS RECITAL REA Loan Contract: Amended and Consolidated Loan Contract dated as of June 1, 1984 (as heretofore and hereafter amended or supplemented), which amended and consolidated the Loan Contract dated as of January 7, 1975, between the Mortgagor and the Government (as such Loan Contract had theretofore been amended or supplemented). 6 Outstanding Guaranteed Notes: Ten (10) certain mortgage notes of the Mortgagor payable to the Guaranteed Lender in an aggregate original principal amount of $5,421,403,000, as follows:
ORIGINAL PRINCIPAL FINAL DATE AMOUNT MATURITY DATE ---- -------------- ------------- Jan. 8, 1975 . . . . . . . . . . $ 513,082,000 Dec. 31, 2016 July 14, 1975 . . . . . . . . . $ 101,700,000 Dec. 31, 2016 Sept. 13, 1976 . . . . . . . . . $ 19,935,000 Dec. 31, 2017 Jan. 6, 1977 . . . . . . . . . . $ 822,606,000 Dec. 31, 2018 Jan. 21, 1980 . . . . . . . . . $ 684,354,000 Dec. 31, 2021 Nov. 1, 1984 . . . . . . . . . . $ 9,796,000 Dec. 31, 2015 Nov. 1, 1984 . . . . . . . . . . $ 42,150,000 Dec. 31, 2021 Apr. 14, 1986 . . . . . . . . . $ 721,000,000 Dec. 31, 2019 Oct. 10, 1988 . . . . . . . . . $ 706,780,000 Dec. 31, 2023 Aug. 21, 1989* . . . . . . . . . $1,800,000,000 Dec. 31, 2016 - --------- * This mortgage note amends and substitutes for that certain mortgage note dated November 8, 1982, in the original principal amount of $1,800,000,000 with a final maturity date of December 31, 2023. All terms of the 1982 mortgage note remain in full force and effect as to any outstanding advance under that note until such advance matures or is the subject of a maturity extension.
Outstanding REA Notes: Two (2) certain mortgage notes of the Mortgagor payable to REA (and known as the First REA Transmission Note and the Second REA Transmission Note, respectively) as follows:
ORIGINAL PRINCIPAL FINAL DATE AMOUNT MATURITY DATE ---- -------------- ------------- June 1, 1984 . . . . . . . . . . . . $ 5,543,000 May 31, 2019 Nov. 1, 1984 . . . . . . . . . . . . $ 20,987,000 Oct. 31, 2019
1978 Mortgage: Consolidated Mortgage and Security Agreement dated as of November 1, 1978, between the Mortgagor, the Government and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein, as supplemented by a First Amendment dated as of January 11, 1979 and a Supplement and Second Amendment dated April 30, 1980, between the Mortgagor, the Government and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1982 Mortgage: Consolidated Mortgage and Security Agreement dated as of September 15, 1982, between the Mortgagor, the Government and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1984 June Mortgage: Consolidated Mortgage and Security Agreement dated as of June 1, 1984, between the Mortgagor, the Government, CoBank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1984 December Mortgage: Consolidated Mortgage and Security Agreement dated as of December 1, 1984, between the Mortgagor, the Government, CoBank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1985 Mortgage: Consolidated Mortgage and Security Agreement dated as of October 15, 1985, between the Mortgagor, the Government, CoBank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 7 1988 Supplemental Mortgage: First Supplement and Amendment to Consolidated Mortgage and Security Agreement dated as of November 1, 1988, between the Mortgagor, the Government, CoBank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1989 Mortgage: Consolidated Mortgage and Security Agreement dated as of December 1, 1989, between the Mortgagor, the Government, CoBank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein, as supplemented by a Supplement to Consolidated Mortgage and Security Agreement dated as of November 21, 1990, between the Mortgagor, the Government, CoBank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1992 April Mortgage: Consolidated Mortgage and Security Agreement dated as of April 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1992 October Mortgage: Consolidated Mortgage and Security Agreement dated as of October 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. 1992 December Mortgage: Consolidated Mortgage and Security Agreement dated as of December 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank and Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein. First CoBank Transmission Loan Agreement: Loan Agreement dated as of December 30, 1983, between the Mortgagor and CoBank. Second CoBank Transmission Loan Agreement: Loan Agreement dated as of September 14, 1984, between the Mortgagor and CoBank. First CoBank Transmission Note: Mortgage note of the Mortgagor dated as of June 1, 1984, in the original principal amount of $2,376,000, maturing on or before November 1, 2018. Second CoBank Transmission Note: Mortgage note of the Mortgagor dated as of November 1, 1984, in the original principal amount of $8,995,000, maturing on or before September 1, 2019. Credit Agreement: First Amended and Restated Letter of Credit Reimbursement Agreement dated as of June 1, 1992, between the Mortgagor and the Credit Bank. First Credit Bank Note: Mortgage note of the Mortgagor dated as of April 1, 1992, in the original principal amount of $232,983,475.69, maturing on or before January 1, 2025 (subject to acceleration under certain circumstances referred to in the Credit Agreement). Oglethorpe-Appling 1978 Loan Agreement: Loan Agreement dated as of November 1, 1978, between the Mortgagor and Appling Authority. Oglethorpe-Appling 1984 Loan Agreement: Loan Agreement dated as of November 1, 1984, between the Mortgagor and Appling Authority. Oglethorpe-Appling 1985 Loan Agreement: Loan Agreement dated as of October 15, 1985, between the Mortgagor and Appling Authority. Oglethorpe-Appling 1993 Loan Agreement: Loan Agreement dated as of September 1, 1993, between the Mortgagor and Appling Authority. Oglethorpe-Burke 1982 Loan Agreement: Loan Agreement dated as of September 15, 1982, between the Mortgagor and Burke Authority. 8 Oglethorpe-Burke 1984 Loan Agreement: Loan Agreement dated as of November 1, 1984, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1984B Loan Agreement: Loan Agreement dated as of December 1, 1984, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1985 Loan Agreement: Loan Agreement dated as of October 15, 1984, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1989 Loan Agreement: Loan Agreement dated as of December 1, 1989, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1992A Loan Agreement: Loan Agreement dated as of April 1, 1992, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1992 (1993A) Loan Agreement: Loan Agreement dated as of December 1, 1992, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1992 (1994A) Loan Agreement: Loan Agreement dated as of December 1, 1992, between the Mortgagor and Burke Authority. Oglethorpe-Burke 1993B Loan Agreement: Loan Agreement dated as of September 1, 1993, between the Mortgagor and Burke Authority. Oglethorpe-Heard 1978 Loan Agreement: Loan Agreement dated as of November 1, 1978, between the Mortgagor and Heard Authority. Oglethorpe-Heard 1993 Loan Agreement: Loan Agreement dated as of September 1, 1993, between the Mortgagor and Heard Authority. Oglethorpe-Monroe 1982 Loan Agreement: Loan Agreement dated as of September 15, 1982, between the Mortgagor and Monroe Authority. Oglethorpe-Monroe 1992A Loan Agreement: Loan Agreement dated as of October 1, 1992, between the Mortgagor and Monroe Authority. First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of December 1, 1978, in the original principal amount of $10,540,000, maturing on or before January 1, 2009 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Appling 1978 Loan Agreement). First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of November 1, 1984, in the original principal amount of $24,000,000, maturing on or before January 1, 2013 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Appling 1984 Loan Agreement). First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of October 15, 1985, in the original principal amount of $25,000,000, maturing on or before January 1, 2016 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Appling 1985 Loan Agreement). First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of September 1, 1993, in original principal amount not exceeding $28,495,000, maturing on or before January 1, 2015 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Appling 1993 Loan Agreement). 9 First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of September 15, 1982, in the original principal amount of $110,000,000, maturing on or before January 1, 2012 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1982 Loan Agreement). First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of November 1, 1984, in the original principal amount of $416,000,000, maturing on or before January 1, 2014 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1984 Loan Agreement). First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of December 1, 1984, in the original principal amount of $174,000,000, maturing on or before January 1, 2014 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1984B Loan Agreement). First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of October 15, 1985, in the original principal amount of $200,000,000, maturing on or before January 1, 2017 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1985 Loan Agreement). First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of December 1, 1989, in the original principal amount of $92,130,000, maturing on or before January 1, 2022 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1989 Loan Agreement). First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of April 1, 1992, in the original principal amount of $216,925,000, maturing on or before January 1, 2025 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1992A Loan Agreement). First Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of December 1, 1992, in the original principal amount of $199,690,000, maturing on or before January 1, 2016 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1992 (1993A) Loan Agreement). First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of December 1, 1992, in the original principal amount of $122,740,000, maturing on or before January 1, 2019 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1992 (1994A) Loan Agreement). First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of September 1, 1993, in an original principal amount not exceeding $172,050,000, maturing on or before January 1, 2015 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Burke 1993B Loan Agreement). First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of December 1, 1978, in the original principal amount of $18,460,000, maturing on or before January 1, 2012 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Heard 1978 Loan Agreement). First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of September 1, 1993, in an original principal amount not exceeding $14,100,000, maturing on or before January 1, 2015 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Heard 1993 Loan Agreement). First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of September 15, 1982, in the original principal amount of $190,000,000, maturing on or before January 1, 2012 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Monroe 1982 Loan Agreement). First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note: Mortgage note of the Mortgagor dated as of October 1, 1992, in the original principal amount of $143,710,000, maturing on or before January 1, 2012 10 (subject to acceleration under certain circumstances referred to in the Oglethorpe-Monroe 1992A Loan Agreement); and WHEREAS, pursuant to the Agricultural Credit Act of 1987, and the Plan of Merger contained in the Proxy Statement, dated May 9, 1988, delivered to the Banks for Cooperatives pursuant to such Act, the Columbia Bank for Cooperatives merged with other Banks for Cooperatives, effective as of January 1, 1989, and thereupon became a part of and known as the National Bank for Cooperatives, which operates under the tradename "CoBank"; and WHEREAS, for purposes of this Mortgage, all references to CoBank shall be deemed a reference to the Columbia Bank for Cooperatives for any time period before January 1, 1989; and WHEREAS, the Government, CoBank, the Credit Bank and the Trustees are authorized to enter into this Consolidated Mortgage and Security Agreement; and WHEREAS, all acts, things, and conditions prescribed by law and by the articles of incorporation and bylaws of the Mortgagor have been duly performed and complied with to authorize the execution and delivery hereof by the Mortgagor and to make this Consolidated Mortgage and Security Agreement a valid and binding mortgage to secure the Outstanding Notes, Additional Guaranteed Notes, Additional REA Notes, CoBank Notes, Credit Bank Notes and Pollution Control Notes; and WHEREAS, to the extent that any of the property described or referred to herein is governed by the provisions of the Uniform Commercial Code of any state (hereinafter called the "Uniform Commercial Code"), the parties hereto desire that this Consolidated Mortgage and Security Agreement be regarded as a security agreement and as a financing statement for said security agreement under the Uniform Commercial Code. NOW, THEREFORE, in consideration of the premises and the sum of $5 in hand paid by the Mortgagees to the Mortgagor, the receipt whereof by the Mortgagor prior to the execution and delivery of this Consolidated Mortgage and Security Agreement is hereby acknowledged, this Consolidated Mortgage and Security Agreement (hereinafter called "this Mortgage"). W I T N E S S E T H: That, subject to the provisions of section 17 of article V hereof, this Mortgage hereby provides as follows: IN ORDER TO SECURE the payment of the principal of and interest on the notes, according to their tenor and effect, and further to secure the due performance of the covenants, agreements and provisions contained therein (including, in the case of Guaranteed Notes, the promise to pay and other covenants and agreements of the Mortgagor to the Government), in this Mortgage, the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement and the Pollution Control Loan Agreements, and to declare the terms and conditions upon which the notes and such performance are to be secured, the Mortgagor, in consideration of the premises, has executed and delivered this Mortgage, and has granted, bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged and set over, and by these presents does hereby grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge and set over, unto the Mortgagees, and their respective assigns, all and singular the following-described property (hereinafter sometimes called the "Mortgaged Property"): I All right, title and interest of the Mortgagor in and to the electric generating plants and facilities and electric transmission and distribution lines and facilities now owned by the Mortgagor and located in the Counties of Appling, Atkinson, Baker, Baldwin, Banks, Barrow, Bartow, Ben Hill, Berrien, Bibb, Bleckley, Brantley, Brooks, Bryan, Bulloch, Burke, Butts, Calhoun, Camden, Candler, Carroll, Charlton, Cherokee, Clarke, Clayton, Clinch, Cobb, Coffee, Colquitt, Columbia, Cook, Coweta, Crawford, Dade, Dawson, Decatur, DeKalb, Dodge, Dooly, 11 Dougherty, Douglas, Early, Echols, Effingham, Elbert, Emanuel, Fayette, Floyd, Forsyth, Franklin, Fulton, Gilmer, Glynn, Grady, Greene, Gwinnett, Habersham, Hall, Hancock, Haralson, Harris, Hart, Heard, Henry, Houston, Irwin, Jackson, Jasper, Jeff Davis, Jefferson, Jenkins, Johnson, Jones, Lamar, Laurens, Lee, Liberty, Lincoln, Long, Lowndes, Lumpkin, Macon, Madison, Marion, McDuffie, McIntosh, Meriwether, Miller, Mitchell, Monroe, Montgomery, Morgan, Murray, Muscogee, Newton, Oconee, Oglethorpe, Paulding, Peach, Pickens, Pierce, Pike, Polk, Pulaski, Putnam, Quitman, Rabun, Randolph, Richmond, Rockdale, Screven, Seminole, Spalding, Stephens, Stewart, Sumter, Tattnall, Taylor, Telfair, Terrell, Thomas, Tift, Toombs, Treutlen, Troup, Turner, Twiggs, Upson, Walton, Ware, Warren, Washington, Wayne, Webster, Wheeler, White, Wilcox, Wilkes, Wilkinson, and Worth, State of Georgia, or hereafter constructed or acquired by the Mortgagor, wherever located, and in and to all extensions and improvements thereof and additions thereto, including all substations, service and connecting lines (both overhead and underground), poles, towers, posts, cross arms, wires, cables, conduits, mains, pipes, tubes, transformers, insulators, meters, electrical connections, lamps, fuses, junction boxes, fixtures, appliances, generators, dynamos, water turbines, water wheels, boilers, steam turbines, motors, switch boards, switch racks, pipe lines, machinery, tools, supplies, switching and other equipment, and any and all other property of every nature and description, used or acquired for use by the Mortgagor in connection therewith and including, without limitation, the following described property, now owned or hereafter acquired, to-wit: 1. That certain tract or parcel of land known as the "Big Creek Substation" containing 2.07 acres, more or less, in Land Lot 102 of the 2nd District of Appling County, Georgia, being more particularly shown and delineated on Plat of Survey made by Georgia Power Company, Land Department, recorded in Plat Book 7, Page 91, Appling County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 165, Page 408, in the Office of Clerk of Superior Court of Appling County, Georgia. 2. A 30% undivided interest in those certain tracts or parcels of land containing, in the aggregate, 1337.43 acres, more or less, in Land Lots 618, 619, 620, 580 and 581 of the 2nd District of Appling County, Georgia, being more particularly shown and delineated as Tracts 1, 2 and 3 on Plat of Survey prepared by C. H. Wright and certified by C. H. Wright (Registered Land Surveyor No. 1333), designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT, Property Map of Site Edwin I. Hatch-Nuclear Plant, Appling and Toombs Counties, Georgia, for Oglethorpe Electric Membership Corporation and Georgia Power Company, dated December 9, 1974," said plat recorded in Plat Book 8, Page 35, in the Office of Clerk of Superior Court of Appling County, Georgia. 3. That certain tract or parcel of land known as the "Lanes Bridge Substation" containing 0.932 acres, more or less, in Land Lot 392 of the 3rd District of Appling County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Satilla Rural Electric Membership Corporation, dated September 21, 1990, and recorded in Deed Book 250, Page 564, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 250, Page 567, in the Office of Clerk of Superior Court of Appling County, Georgia. 4. That certain tract or parcel of land known as the "Pine Grove Substation" containing 1.1653 acres, more or less, in Land Lot 395 of the 2nd District of Appling County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 250, Page 547, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 250, Page 557, and by Substation Easement from Satilla Rural Electric Membership Corporation, dated June 21, 1991, and recorded in Deed Book 254, Page 53, in the Office of Clerk of Superior Court of Appling County, Georgia. 5. That certain tract or parcel of land known as the "Plant Hatch Substation" containing 53.44 acres, more or less, in Land Lots 392, 488, 521, 536, 569 and 570 of the 2nd District of Appling County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Riley, Park, Hayden & Associates, Inc., Georgia Registered Land Surveyor No. 1749, recorded in Plat Book 8, Pages 36-38, in the Office of Clerk of Superior Court of Appling County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated January 16, 1975, and recorded in Deed Book 173, Folio 186, in the Office of Clerk of Superior Court of Appling County, Georgia, and being that property conveyed to 12 Oglethorpe Electric Membership Corporation from Georgia Power Company by General Warranty Deed and Bill of Sale recorded in Deed Book 163, Page 352, in the Office of Clerk of Superior Court of Appling County, Georgia. 6. That certain tract or parcel of land known as the "Union School Substation" containing 4.80 acres, more or less, in Land Lot 55 of the 3rd District of Appling County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 10, Page 88, Appling County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from B. J. Tyre, dated March 10, 1981, and recorded in Deed Book 193, Page 675, in the Office of Clerk of Superior Court of Appling County, Georgia. 7. That certain tract or parcel of land known as the "Willacoochee Substation" containing 0.81 acres, more or less, in Land Lot 27 of the 6th District of Atkinson County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 104, Page 11, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 104, Page 21, in the Office of Clerk of Superior Court of Atkinson County, Georgia. 8. That certain tract or parcel of land known as the "Cedar Creek Substation" containing 3.683 acres, more or less, in Land Lots 105 and 119 of the 318th G.M.D. of Baldwin County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 25, 1977, recorded in Plat Book I, Page 180, in the Office of Clerk of Superior Court of Baldwin County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from William G. Stiles and Joseph T. Stiles, dated August 25, 1977, and recorded in Deed Book 125, Page 134, in the Office of Clerk of Superior Court of Baldwin County, Georgia. 9. That certain tract or parcel of land known as the "Pancras a/k/a Pancrest Substation" containing 2.6051 acres, more or less, in the 322nd G.M.D. of Baldwin County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Byron L. Farmer, Surveyor, Georgia Registration No. 1679, dated January 18, 1976, recorded in Deed Book 110, Page 638, Office of Clerk of Superior Court of Baldwin County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Dr. Larry T. Torrence, dated February 19, 1976, and recorded in Deed Book 110, Page 719, and by Warranty Deed from Tri-County Electric Membership Corporation, dated April 16, 1976, and recorded in Deed Book 112, Page 542, in the Office of Clerk of Superior Court of Baldwin County, Georgia. 10. That certain tract or parcel of land known as the "Homer Substation" containing 0.2236 acres, more or less, in the 265th G.M.D. of Banks County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 62, Page 769, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 62, Page 779, in the Office of Clerk of Superior Court of Banks County, Georgia. 11. That certain tract or parcel of land known as the "Russell Substation" containing 1.4312 acres, more or less, in the 246th G.M.D. of Barrow County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 159, Page 15, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 159, Page 25, in the Office of Clerk of Superior Court of Barrow County, Georgia. 12. That certain tract or parcel of land known as the "Winder Substation" containing 0.1908 acres, more or less, in the 243rd G.M.D. of Barrow County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 159, Page 32, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 159, Page 42, in the Office of Clerk of Superior Court of Barrow County, Georgia. 13. That certain tract or parcel of land known as the "Winder Substation" containing 5.07 acres, more or less, in the 243rd G.M.D. of Barrow County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 7, 1990, last revised May 31, 1991, recorded in Plat Book 37, Page 202, Barrow County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from James L. Craft and Andrea B. Craft, dated August 8, 1991, and recorded in 13 Deed Book 172, Page 334, in the Office of the Clerk of Superior Court of Barrow County, Georgia. 14. That certain tract or parcel of land known as the "Allatoona Substation" containing 4.45 acres, more or less, in Land Lots 1220 and 1229 of the 21st District, 2nd Section, of Bartow County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 261, Page 34, in the Office of Clerk of Superior Court of Bartow County, Georgia. 15. That certain tract or parcel of land known as the "Swakers Substation" containing 4.73 acres, more or less, in Land Lot 299 of the 4th District of Ben Hill County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 8, Page 264, Ben Hill County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Audrey D. Jordan, dated October 29, 1981, and recorded in Deed Book 168, Pages 12-13, in the Office of Clerk of Superior Court of Ben Hill County, Georgia. 16. That certain tract or parcel of land known as the "Nashville No. 2 Substation" containing 1 acre, more or less, in Land Lot 185 of the 10th District of Berrien County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by General Warranty Deed and Bill of Sale Made by Georgia Power Company, dated May 11, 1988, and recorded in Deed Book 182, Pages 78-89, in the Office of Clerk of Superior Court of Berrien County, Georgia. 17. That certain tract or parcel of land known as the "Bass Road Substation" containing 6.01 acres, more or less, in Land Lots 317 and 318 of the 13th District of Bibb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 18, 1987, recorded in Plat Book 73, Page 98, in the Office of Clerk of Superior Court of Bibb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Hubert A. Williams, dated December, 1987, and recorded in Deed Book 1689, Page 260 in the Office of Clerk of Superior Court of Bibb County, Georgia. 18. That certain tract or parcel of land known as the "Forrest Road Switching Station" containing in the aggregate 3.434 acres, more or less, in Land Lot 297 of the 13th District of Bibb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1244, Page 831, in the Office of Clerk of Superior Court of Bibb County, Georgia. 19. That certain tract or parcel of land known as the "Fulton Hill Substation" containing 3.925 acres, more or less, in Land Lot 12 of the 4th District of Bibb County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated June 9, 1978, recorded in Plat Book 59, Page 79, in the Office of Clerk of Superior Court of Bibb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Nellie L. Ward, dated August 4, 1978, and recorded in Deed Book 1334, Page 223, in the Office of Clerk of Superior Court of Bibb County, Georgia. 20. That certain tract or parcel of land known as the "St. Dennis Substation" containing 6.19 acres, more or less, in Land Lot 110 of the 3rd District of Bibb County, Georgia, being more particularly shown and delineated 14 on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 23, 1991, recorded in Plat Book 87, Page 380, Bibb County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from George Ann S. Brown and Loya C. Brown, dated September 30, 1992, and recorded in Deed Book 2203, Pages 105-106, in the Office of the Clerk of Superior Court of Bibb County, Georgia. 21. That certain tract or parcel of land known as the "Bleckley Substation" containing 8.21 acres, more or less, in Land Lot 387 of the 2nd District of Bleckley County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 5, Page 245, Bleckley County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Marjorie Williams Wimberly, f/k/a Marjorie Williams, dated July 28, 1989, and recorded in Deed Book D-93, Pages 251-252, in the Office of Clerk of Superior Court of Bleckley County, Georgia. 22. That certain tract or parcel of land known as the "Cochran Substation" containing 0.2296 acres, more or less, in Land Lot 171 of the 21st District of Bleckley County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book D-102, Page 265, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book D-102, Page 275, in the Office of Clerk of Superior Court of Bleckley County, Georgia. 23. That certain tract or parcel of land known as the "West Side Substation" containing 0.856 acres, more or less, in Land Lots 171 and 190 of the 21st District of Bleckley County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated February 8, 1983, recorded in Plat Book 5, Page 344, Bleckley County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Leo L. Phillips, Jr. and John Robert Phillips, dated March 12, 1993, and recorded in Deed Book D-122, Page 50, in the office of the Clerk of Superior Court of Bleckley County, Georgia. 24. That certain tract or parcel of land known as the "Lake Windy Substation" (formerly "Central Estates Substation") containing 7.593 acres, more or less, in Land Lots 9 and 38 of the 9th District of Brantley County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 27, 1978, recorded in Plat Book 8, Page 148, in the Office of Clerk of Superior Court of Brantley County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Dr. Wynton L. Hall, dated December 1, 1978, and recorded in Deed Book 35, Page 599, in the Office of Clerk of Superior Court of Brantley County, Georgia; LESS AND EXCEPT: .93 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Brantley County, Georgia, dated February 10, 1986, and recorded in Deed Book 43, Page 323, in the Office of Clerk of Superior Court of Brantley County, Georgia. 25. That certain tract or parcel of land known as the "Nahunta Substation" containing 2.3 acres of land, more or less, in Land Lot 104 of the 2nd District of Brantley County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 9, Page 246, Brantley County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from E. L. Sears, Jr., dated March 3, 1982, and recorded in Deed Book 38, Pages 506-507, in the Office of Clerk of Superior Court of Brantley County, Georgia. 26. That certain tract or parcel of land known as the "Quitman Substation" containing 0.492 acres, more or less, in Land Lot 353 of the 12th District of Brooks County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Colquitt Electric Membership Corporation, dated September 18, 1990, and recorded in Deed Book 174, Page 228, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 174, Page 231, in the Office of Clerk of Superior Court of Brooks County, Georgia. 15 27. That certain tract or parcel of land known as the "South Brooks Substation" containing 0.81 acres, more or less, in Land Lot 393 of the 12th District of Brooks County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 174, Page 211, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 174, Page 221, in the Office of Clerk of Superior Court of Brooks County, Georgia. 28. That certain tract or parcel of land known as the "Burnt Church Substation" containing 3.64 acres, more or less, in the 20th G.M.D. of Bryan County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15, 1988, and recorded in Deed Book 7-P, Page 514, in the Office of the Clerk of Superior Court of Bryan County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Rayonier Timberlands Operating Company, dated May 26, 1989, and recorded in Deed Book 7-P, Folio 513, in the Office of the Clerk of Superior Court of Bryan County, Georgia, and by Quitclaim Deed from Rayonier Timberlands Operating Company, dated May 26, 1989, and recorded in Deed Book 7-P, Folio 515, in the Office of the Clerk of Superior Court of Bryan County, Georgia. 29. That certain tract or parcel of land known as the "Daniel Siding Substation" containing 2.527 acres, more or less, in the 20th G.M.D. of Bryan County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 4-G, Page 323, in the Office of Clerk of Superior Court of Bryan County, Georgia. 30. That certain tract or parcel of land known as the "River Substation" containing 3.544 acres, more or less, in the 1380th G.M.D. of Bryan County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, dated March 26, 1976, revised May 3, 1976, recorded in Plat Book G-2, Page 86, in the Office of Clerk of Superior Court of Bryan County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from George C. Martin, Elizabeth S. Martin, Janice S. Martin a/k/a Janice Martin Brown, dated May 20, 1976, and recorded in Deed Book 4-J, Page 77, in the Office of Clerk of Superior Court of Bryan County, Georgia; LESS AND EXCEPT: 0.160 acres, more or less, conveyed by undated Right-of-Way Deed from Oglethorpe Electric Membership Corporation to Georgia Department of Transportation. 31. That certain tract or parcel of land known as the "Clito Substation" containing 3.57 acres, more or less, in the 48th G.M.D. of Bulloch County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 7, 1979, recorded in Plat Book 19, Page 90, in the Office of Clerk of Superior Court of Bulloch County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. C. Hodges, Jr., dated January 3, 1980, and recorded in Deed Book 398, Page 797, in the Office of Clerk of Superior Court of Bulloch County, Georgia. 32. That certain tract or parcel of land known as the "Highway 301 Substation" containing 0.3650 acres, more or less, in the 44th G.M.D. of Bulloch County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 560, Page 60, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 560, Page 72, in the Office of Clerk of Superior Court of Bulloch County, Georgia. 33. That certain tract or parcel of land known as the "Highway 301 Substation" containing .18 acres, more or less, in the 44th G.M.D. of Bulloch County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 2, 1991, last revised March 3, 1992, recorded in Plat Book 40, Page 142, Bulloch County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Tony M. Nevil, dated May 20, 1992, and recorded in Deed Book 619, Page 385, in the Office of the Clerk of Superior Court of Bulloch County, Georgia. 16 34. That certain tract or parcel of land known as the "Langston Substation" containing 4.82 acres, more or less, in the 1209th G.M.D. of Bulloch County, Georgia, being more particularly shown and delineated on a Plat of Survey prepared by Raoul N. Arrayo, Georgia Registered Land Surveyor No. 1336, dated December 18, 1979, recorded in Plat Book 19, Page 89, in the Office of Clerk of Superior Court of Bulloch County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mary A. Joiner, dated January 3, 1980, and by Warranty Deed from Dianne B. Brunson and C. Ed Brunson, dated January 4, 1980, and recorded respectively in Deed Book 398, Page 782, and Deed Book 398, Page 787, in the Office of Clerk of Superior Court of Bulloch County, Georgia. 35. That certain tract or parcel of land known as the "Southeast Bulloch Substation" containing 3.58 acres, more or less, in the 1523rd G.M.D. of Bulloch County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 24, 1988, recorded in Plat Book 32, Page 7, in the Office of Clerk of Superior Court of Bulloch County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Hunter M. Robertson, III, dated May 25, 1988, and recorded in Deed Book 497, Page 352, in the Office of Clerk of Superior Court of Bulloch County, Georgia. 36. That certain tract or parcel of land known as the "Alexander Substation" containing 4.25 acres, more or less, in the 63rd G.M.D. of Burke County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15, 1988, recorded in Plat Book A-5777, Burke County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Jesse C. Palmer, III, and Pamela Palmer Hummel, f/k/a Betty Pamela Palmer, dated December 6, 1988, and recorded in Deed Book 166, Folio 377 in the Office of Clerk of Superior Court of Burke County, Georgia. 37. A 30% undivided interest in those certain tracts or parcels of land containing in the aggregate 3,043.11 acres, more or less, in the 66th and 68th G.M.D. of Burke County, Georgia, being more particularly shown and delineated as Tract One on Plat of Survey prepared by C. H. Wright (Registered Land Surveyor No. 1333), designated as "Boundary Survey of Alvin W. Vogtle Plant Site and Combustion Turbine Site" dated March 15, 1976, revised December 13, 1976, said plat being filed in File No. A-3120, in the Office of Clerk of Superior Court of Burke County, Georgia; and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by General Warranty Deed and Bill of Sale from Georgia Power Company and recorded in Deed Book 107, Page 100 of Burke County Records; LESS AND EXCEPT: 3.079 acres, more or less, conveyed by Right-of-Way Deed, dated December 13, 1982, from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to Burke County, Georgia, recorded in Deed Book 124, Page 740, Burke County Records. 38. That certain tract or parcel of land known as the "Gough Substation" containing 1.70 acres, more or less, in the 72nd G.M.D. of Burke County, Georgia, being more particularly shown and delineated on Plat of Survey made by George M. Ingram, Georgia Registration No. 799, dated August 23, 1972, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 101, Page 105, in the Office of Clerk of Superior Court of Burke County, Georgia. 39. That certain tract or parcel of land known as the "Greenscut Substation" containing 3.62 acres, more or less, in the 67th G.M.D. of Burke County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by James E. Mallett, Jr., Georgia Registered Land Surveyor No. 1983, dated November 5, 1976, recorded in Plat Book A, Page 3199, in the Office of Clerk of Superior Court of Burke County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Mrs. Sterling J. Usher, Jr. a/k/a Thelma D. Usher and Mrs. R. M. Laffitte a/k/a Elizabeth Usher Laffitte, dated March 4, 1977, and recorded in Deed Book 106, Page 707, in the Office of Clerk of Superior Court of Burke County, Georgia. 40. That certain tract or parcel of land known as the "Mills Road Substation" containing 1.848 acres, more or less, in the 62nd G.M.D. of Burke County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 15, 1986, and being 17 that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Schwank, Inc., dated March 26, 1987, and recorded in Deed Book 156, Page 764 in the Office of Clerk of Superior Court of Burke County, Georgia, and by Warranty Deed from Planters EMC, dated January 29, 1987, and recorded in Deed Book 158, Page 336 in the Office of Clerk of Superior Court of Burke County, Georgia. 41. That certain tract or parcel of land known as the "Plant Vogtle Railroad" containing 111.346 acres, more or less, being in the 66th and 67th G.M.D. of Burke County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Riley, Park, Hayden & Associates, Inc., Georgia Registered Land Surveyor No. 1749, recorded in the Office of Clerk of Superior Court of Burke County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, and recorded in Deed Book 107, Page 100, in the Office of Clerk of Superior Court of Burke County, Georgia. 42. That certain tract or parcel of land known as the "Arlington Substation" containing 1.861 acres, more or less, in Land Lot 187 of the 4th District of Calhoun County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 33, Page 680, in the Office of Clerk of Superior Court of Calhoun County, Georgia. 43. That certain tract or parcel of land known as the "Kingsland a/k/a Hi Hat Substation" containing 2.784 acres, more or less, in the 31st G.M.D. of Camden County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 123, Page 175, in the Office of Clerk of Superior Court of Camden County, Georgia. 44. That certain tract or parcel of land known as the "Metter Substation" containing 0.3426 acres, more or less, in the 1685th G.M.D. of Candler County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 99, Page 624, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 99, Page 635, in the Office of Clerk of Superior Court of Candler County, Georgia. 45. That certain tract or parcel of land known as the "Stillmore Substation" containing 2.74 acres, more or less, in the 1734th G.M.D. of Candler County, Georgia, and being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 12, 1992, recorded in Plat Book 6, Page 268, Candler County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia-Pacific Corporation, a Georgia corporation, dated August 4, 1992, and recorded in Deed Book 108, Page 210, in the Office of the Clerk of Superior Court of Candler County, Georgia. 46. That certain tract or parcel of land known as the "Buck Creek Substation" containing 7.49 acres, more or less, in Land Lots 188 and 189 of the 10th District, Carroll County, Georgia, and being more particularly shown and delineated on a Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 21, 1979, recorded in Deed Book 392, Page 840, in the Office of Clerk of Superior Court of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from West Georgia Industrial Group, Ltd., dated June 21, 1979, and recorded in Deed Book 392, Page 837, in the Office of Clerk of Superior Court of Carroll County, Georgia. 47. That certain tract or parcel of land known as the "Clem Substation" containing 0.2447 acres, more or less, in Land Lot 9 of the 4th District of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 685, Page 472, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 685, Page 482, in the Office of Clerk of Superior Court of Carroll County, Georgia. 18 48. That certain tract or parcel of land known as the "Highpoint Road Substation" containing 8.318 acres, more or less, in Land Lot 210 of the 2nd District of Douglas County, Georgia, and Land Lot 209 of the 2nd District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 27, 1987, recorded in Plat Book 15, Page 47, in the Office of Clerk of Superior Court of Douglas County, Georgia, and in Plat Book 32, Page 127, in the Office of Clerk of Superior Court of Carroll County, Georgia, being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. R. Willoughby, Jr., dated February 19, 1987, and recorded in Deed Book 549, Page 188, in the Office of Clerk of Superior Court of Douglas County, Georgia, and by Warranty Deed from Iva Marie Willoughby Stuart and Thomas D. Stuart, dated September 2, 1987, and recorded in Deed Book 574, Page 315, in the Office of Clerk of Superior Court of Carroll County, Georgia. 49. That certain tract or parcel of land known as the "Jonesville Substation" containing 4.42 acres, more or less, in Land Lot 117 of the 9th District of Carroll County, Georgia, being more particularly shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 2, 1990, revised January 4, 1991, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment of Court from Philip A. McIntyre, Larry A. McIntyre, Barry J. McIntyre and Clarice McIntyre, dated June 17, 1991, and recorded in Deed Book 703, Page 189, in the Office of the Clerk of Superior Court of Carroll County, Georgia. 50. That certain tract or parcel of land known as the "Moose Lodge Substation" containing 4.66 acres, more or less, in Land Lot 182 of the 5th District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 11, 1983, recorded in Plat Book 24, Page 125, Carroll County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed and Quit Claim Deed from R. Griffin White (a/k/a Griffin White) and A. M. Ingram, dated September 21, 1983, and recorded in Deed Book 457, Pages 337-340, in the Office of Clerk of Superior Court of Carroll County, Georgia; and a Warranty Deed from Carrollton East, LTD., by General Partner, P.P.G. Properties, dated August 25, 1983, and recorded in Deed Book 457, Pages 341-343, in the Office of Clerk of Superior Court of Carroll County, Georgia. 51. That certain tract or parcel of land known as the "Mount Zion Substation" containing 7.34 acres, more or less, in Land Lot 246 of the 10th District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 12, 1986, recorded in Plat Book 30, Page 288, in the Office of Clerk of Superior Court of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mary Leslie Earnest, dated February 19, 1987, and recorded in Deed Book 197, Page 723, in the Office of Clerk of Superior Court of Carroll County, Georgia. 52. That certain tract or parcel of land known as the "Mount Zion Substation" containing 1.2550 acres, more or less, in Land Lot 246 of the 10th District of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 685, Page 489, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 685, Page 500, in the Office of Clerk of Superior Court of Carroll County, Georgia. 53. That certain tract or parcel of land known as the "North Carrollton Substation" containing 2.36 acres, more or less, in Land Lot 161 of the 10th District of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 332, Page 678, in the Office of Clerk of Superior Court of Carroll County, Georgia. 54. That certain tract or parcel of land known as the "North Carrollton Substation" containing 0.526 acres, more or less, in Land Lot 161 of the 10th District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 9, 19 1991, recorded in Plat Book 41, Page 90, Carroll County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Carroll Electric Membership Corporation, dated October 16, 1991, and recorded in Deed Book 717, Page 53, in the Office of the Clerk of Superior Court of Carroll County, Georgia. 55. That certain tract or parcel of land known as the "Oak Mountain Substation" containing 2.242 acres of land, more or less, in Land Lot 228 of the 5th District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 22, Page 168, Carroll County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Dorsey A. Duffey, dated October 6, 1981, and recorded in Deed Book 426, Page 849, in the Office of Clerk of Superior Court of Carroll County, Georgia. 56. That certain tract or parcel of land known as the "Sand Hill Substation" containing 2.60 acres, more or less, in Land Lot 111 of the 5th District of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 332, Page 678, in the Office of Clerk of Superior Court of Carroll County, Georgia. 57. That certain tract or parcel of land known as the "Tisinger Substation" containing 9.393 acres, more or less, in Land Lot 93 of the 10th District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 14, 1991, last revised March 26, 1992, Carroll County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment of Court from Mozelle Edmondson Stone, dated August 19, 1992, and recorded in Deed Book 749, Page 685, in the Office of the Clerk of Superior Court of Carroll County, Georgia. 58. That certain tract or parcel of land known as the "Tyus Substation" containing 0.7637 acres, more or less, in Land Lots 198, 199, 218 and 219 of the 11th District of Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Carroll Electric Membership Corporation, dated September 28, 1990, and recorded in Deed Book 685, Page 507, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 685, Page 510, in the Office of Clerk of Superior Court of Carroll County, Georgia. 59. A 30% undivided interest in those certain tracts or parcels of land containing, in the aggregate, 2,144.44 acres, more or less, in Land Lots 154, 153, 152, 151, 150, 149, 155, 156, 157, 158, 159, 160 and 161 of the 4th District of Carroll County, Georgia, being more particularly shown and delineated as Tract One, on Plat of Survey prepared by George M. Ingram, Registered Land Surveyor No. 799, designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT, perimeter survey of Yellowdirt (Wansley) Plant Area, Carroll and Heard Counties, Georgia, dated June 19th, 1972, revised December 9th, 1975," (known as Plant Wansley), said plat being recorded in Plat Book 16, Page 26, in the Office of Clerk of Superior Court of Carroll County, Georgia; and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by General Warranty Deed and Bill of Sale, dated April 9, 1976, from Georgia Power Company and recorded in Deed Book 342, Page 382, Carroll County Records. 60. That certain tract or parcel of land known as the "St. George Substation" containing 2.06 acres, more or less, in the 959th G.M.D. of Charlton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book D, Page 10, Charlton County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from George E. Bell, dated March 29, 1989, and recorded in Deed Book 35, Pages 462-463, in the Office of Clerk of Superior Court of Charlton County, Georgia, and by Quit Claim Deed from Charlton County, Georgia, dated July 6, 1989, and recorded in Deed Book 35, Pages 739-741, in the Office of Clerk of Superior Court of Charlton County, Georgia. 61. That certain tract or parcel of land known as the "Briarpatch Substation" containing 0.534 acres, more or less, in Land Lot 143 of the 14th District, 2nd Section of Cherokee County, Georgia, being that certain tract 20 conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated February 21, 1978, and recorded in Deed Book 236, Page 827, in the Office of Clerk of Superior Court of Cherokee County, Georgia. 62. That certain tract or parcel of land known as the "Cherokee Water Substation" containing 0.52 acres, more or less, in Land Lot 442 of the 3rd District of Cherokee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 9, 1985, last revised December 17, 1985, recorded in Plat Book 28, Page 157, in the Office of Clerk of Superior Court of Cherokee County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Cherokee County Water And Sewer Authority, dated January 7, 1986, and recorded in Deed Book 504, Page 27, in the Office of Clerk of Superior Court of Cherokee County, Georgia. 63. That certain tract or parcel of land known as the "Lake Arrowhead Substation" containing 8.545 acres, more or less, in Land Lot 162 of the 22nd District of Cherokee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 37, Page 120, Cherokee County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mary Jean Payne, Individually, as Executrix under the Last Will and Testament of Noel Payne and as Executrix under the Last Will and Testament of Estelle E. Payne, dated July 12, 1989, and recorded in Deed Book 803, Page 665, in the Office of Clerk of Superior Court of Cherokee County, Georgia; LESS AND EXCEPT: property conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Department of Transportation dated December 8, 1989 and recorded in Deed Book 839, Page 289, in the Office of Clerk of Superior Court of Cherokee County, Georgia. 64. That certain tract or parcel of land known as the "New Light Church Substation" containing 5.84 acres, more or less, in Land Lot 311 of the 15th District of Cherokee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 12, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment from Richard B. Bradshaw, dated March 4, 1988, and recorded in Deed Book 694, Page 320, in the Office of Clerk of Superior Court of Cherokee County, Georgia; LESS AND EXCEPT: .10 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cherokee County, Georgia, dated July 29, 1988, and recorded in Deed Book , Page , in the Office of Clerk of Superior Court of Cherokee County, Georgia. 65. That certain tract or parcel of land known as the "Ridge Road Substation" containing .902 acres, more or less, in Land Lot 345 of the 15th District, 2nd Section of Cherokee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 26, 1991, last revised January 22, 1992, recorded in Plat Book 41, Page 189, Cherokee County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. D. "Bud" Childers as Executor of the Last Will and Testament of Annie Johnson Childers, dated February 28, 1992, and recorded in Deed Book 1160, Page 16, in the Office of the Clerk of Superior Court of Cherokee County, Georgia. 66. That certain tract or parcel of land known as the "West Oak Substation" containing 5.192 acres, more or less, in Land Lot 1180 of the 21st District, 2nd Section of Cherokee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 27, 1988, recorded in Plat Book 36, Page 146, Cherokee County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from H. Ray McPhail, dated January 11, 1989, and recorded in Deed Book 763, Folio 611, in the Office of Clerk of Superior Court of Cherokee County, Georgia. 67. That certain tract or parcel of land known as the "Woodstock Substation" containing 15.414 acres, more or less, in Land Lot 1210 of the 15th District, 2nd Section, of Cherokee County, Georgia, 6.67 acres of said parcel being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 17, 1985, recorded in Plat Book 28, Page 19, Cherokee County Records, and 8.744 21 acres of said parcel being more particularly shown on a Plat of Survey by Lamar B. Beach, Registered Land Surveyor for Georgia Power Company, dated October, 1972, said tracts were conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Estate of W. T. Brooks, Evelyn Elizabeth Brooks and Estate of William Pickens Brooks, Sr., dated August 26, 1985, and recorded in Deed Book 479, Pages 62-64, in the Office of Clerk of Superior Court of Cherokee County, Georgia, and by General Warranty Deed and Bill of Sale from Georgia Power Company, dated May 11, 1988, and recorded in Deed Book 710, Page 96, in the Office of Clerk of Superior Court of Cherokee County, Georgia. 68. That certain tract or parcel of land known as the "Hull Road Substation" containing 5.57 acres, more or less, in the 219th G.M.D. of Clarke County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 25, Page 395, Clarke County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Coggins Land Company, A Georgia Corporation, dated September 19, 1989, and recorded in Deed Book 968, Page 329, in the Office of Clerk of Superior Court of Clarke County, Georgia. 69. That certain tract or parcel of land known as the "Lavendar Road Substation" containing 2.81 acres, more or less, in the 1347th G.M.D. of Clarke County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 11, 1988, recorded in Plat Book 24, Page 118, in the Office of Clerk of Superior Court of Clarke County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mary Lester Taylor, dated February 9, 1988, and recorded in Deed Book 814, Page 106, in the Office of Clerk of Superior Court of Clarke County, Georgia. 70. That certain tract or parcel of land known as the "Tallassee Hydro Dam" containing 32.73 acres, more or less, in the 2418th and 1347th G.M.D. of Clarke County, Georgia, and the 1747th G.M.D. of Jackson County, Georgia, being more particularly shown and delineated on a Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Harold T. Barrett, Jr., dated October 27, 1983, and recorded in Deed Book 441, Page 90, in the Office of Clerk of Superior Court of Clarke County, Georgia, and Deed Book 8-M, Page 65, in the Office of Clerk of Superior Court of Jackson County, Georgia. 71. That certain tract or parcel of land known as the "Woolsey Substation" containing 5.737 acres, more or less, in Land Lots 47, 48 & 18 of the 5th District of Clayton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 18, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Crawford Bailey, dated August 10, 1988, and recorded in Deed Book 1491, Page 790 in the Office of Clerk of Superior Court of Clayton County, Georgia, and by Judgment from Helen W. Smith, dated September 26, 1988, and recorded in Deed Book 1500, Folio 253, in the Office of Clerk of Superior Court of Clayton County, Georgia. 72. That certain tract or parcel of land known as the "Fargo Substation" containing 0.2296 acres, more or less, in Land Lot 323 of the 13th District of Clinch County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 4C, Page 1, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 4C, Page 11, in the Office of Clerk of Superior Court of Clinch County, Georgia. 73. That certain tract or parcel of land known as the "West Homerville Substation" containing 5.06 acres, more or less, in Land Lot 496, of the 7th District of Clinch County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 20, 1990, recorded in Plat Book F, Page 177, in the Office of the Clerk of Superior Court of Clinch County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Brockway Standard, Inc., dated December 12, 22 1990, and recorded in Deed Book 4C, Page 30, in the Office of the Clerk of Superior Court of Clinch County, Georgia. 74. That certain tract or parcel of land known as the "Brookstone Substation" containing 7.420 acres, more or less, in Land Lot 195 of the 20th District of Cobb County, Georgia, being more particularly shown and delineated on Plats of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 133, Page 86, and in Plat Book 133, Page 87, in the Office of the Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Leone Hall Johnson Price f/k/a Leone Hall Johnson dated November 15, 1990, and recorded in Deed Book 5933, Folio 429 in the Office of the Clerk of Superior Court of Cobb County, Georgia. 75. That certain tract or parcel of land known as the "Cobb Place Substation" containing 0.33 acres, more or less, in Land Lot 501 of the 16th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 20, 1985, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia Power Company, dated June 6, 1986, and recorded in Deed Book 4041, Page 26 in the Office of Clerk of Superior Court of Cobb County, Georgia. 76. That certain tract or parcel of land known as the "Due West Substation" containing 7.71 acres, more or less, in Land Lot 296 of the 20th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 24, 1986, last revised May 28, 1986, recorded in Plat Book 110, Page 68, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from E. T. Brown, as Executor of the Last Will and Testament of William Carl Brown, dated September 5, 1986, and recorded in Deed Book 4129, Page 396 in the Office of Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: Easement for Ingress and Egress from Oglethorpe Power Corporation to Cobb County, Georgia dated August 28, 1989 and recorded in Deed Book 5486, Page 366, Cobb County Records, AND Slope Easement from Oglethorpe Power Corporation to Cobb County, Georgia, dated April 8, 1988, and recorded in Deed Book 4966, Page 402, Cobb County Records. 77. That certain tract or parcel of land known as the "Fair Oaks Substation" containing 2.30 acres, more or less, in Land Lot 13 of the 17th District, 2nd Section, Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the Office of Clerk of Superior Court of Cobb County, Georgia. 78. That certain tract or parcel of land known as the "Five Points Substation" containing 3.597 acres, more or less, in Land Lot 898 of the 16th District, 2nd Section of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Deed Book 2222, Page 437, Cobb County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Wammock & Company, dated August 15, 1980, and recorded in Deed Book 2222, Page 547, in the Office of Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: 0.146 acres of land, more or less, in Land Lot 898 of the 16th District, 2nd Section of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Deed Book 2222, Page 437, Cobb County Records, and being that certain tract conveyed from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed to Cobb County, Georgia, dated October 13, 1980, and recorded in Deed Book 2267, Page 434, in the Office of Clerk of Superior Court of Cobb County, Georgia. 79. That certain tract or parcel of land known as the "Flint Hill Substation" containing 2.174 acres, more or less, in Land Lot 1137 of the 19th District of Cobb County, Georgia, being more particularly shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 20, 1990, recorded in Plat Book 5866, Page 380, Cobb County Records, and being that certain tract conveyed to Oglethorpe Power 23 Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from ECLA Loan Fund, dated September 11, 1990, and recorded in Deed Book 5866, Page 378-379, in the Office of the Clerk of Superior Court of Cobb County, Georgia. 80. That certain tract or parcel of land known as the "Fontaine Substation" containing 2.015 acres, more or less, in Land Lots 184 and 185 of the 17th District, 2nd Section of Cobb County, Georgia, and being more particularly shown and delineated on Plat of Survey prepared by Ronnie L. Ray, Georgia Registered Land Surveyor No. 1781, dated July 1, 1975, revised March 24, 1976, recorded at Plat Book 66, Page 33, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Douglas County Electric Membership Corporation, dated July 16, 1976, and recorded in Deed Book 1702, Page 726, in the Office of Clerk of Superior Court of Cobb County, Georgia. 81. That certain tract or parcel of land known as the "Hawkins Store Road Substation" containing 3.76 acres, more or less, in Land Lots 211 and 212 of the 16th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 3, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Sue W. Davis, dated September 15, 1987, and recorded in Deed Book 4645, Page 183, in the Office of Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: property conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia, dated November 28, 1989, and recorded in Deed Book 5585, Page 225, Cobb County Records. 82. That certain tract or parcel of land known as the "Lassiter Substation" containing 6.50 acres, more or less, in Land Lots 401 and 464 of the 16th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by James E. Mallett, Jr., Surveyor, Georgia Registration No. 1983, dated May 13, 1976, recorded in Plat Book 66, Page 170, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Harriett F. Reeves, dated November 16, 1976, and recorded in Deed Book 1733, Page 77, in the Office of Clerk of Superior Court of Cobb County, Georgia. 83. That certain tract or parcel of land known as the "Lithia Springs Substation" containing 9.21 acres, more or less, in Land Lots 127 and 106 of the 18th District, 2nd Section, Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by W.L. Bishop, Surveyor, dated June, 1969, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the Office of Clerk of Superior Court of Cobb County, Georgia. 84. That certain tract or parcel of land known as the "Lost Mountain Substation" containing 4.9804 acres, more or less, in Land Lot 82 of the 19th District of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Cobb Electric Membership Corporation, dated August 28, 1990, and recorded in Deed Book 5963, Page 1, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 5963, Page 4, in the Office of Clerk of Superior Court of Cobb County, Georgia. 85. That certain tract or parcel of land known as the "Macland Substation" containing 9.665 acres, more or less, in Land Lots 685 and 722 of the 19th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 12, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from James E. Stokes and Willie H. Stokes, dated May 19, 1988, and recorded in Deed Book 4945, Page 140, in the Office of Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: .329 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia dated June 12, 1992 and filed for record in Deed Book 6916, Page 534, Cobb County Records. 24 86. That certain tract or parcel of land known as the "Maybreeze Substation" containing 4.164 acres, more or less, in Land Lots 203 and 230 of the 16th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 30, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Steven B. Leebow, dated August 7, 1987, and recorded in Deed Book 4596, Page 268, in the Office of Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: Easement from Oglethorpe Power Corporation to Georgia Power Company dated May 3, 1988, and recorded in Deed Book 5027, Page 146, in the Office of Clerk of Superior Court of Cobb County, Georgia. 87. That certain tract or parcel of land known as the "Mountain Park Substation" containing 4.59 acres, more or less, in Land Lot 38 of the 16th District, 2nd Section of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Parkwood Properties (Ltd. Partnership), dated November 19, 1980, and recorded in Deed Book 2278, Page 480, in the Office of Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: 0.112 acres, more or less, conveyed by Warranty Deed dated July 13, 1981, from Oglethorpe Power Corporation to Cobb County, Georgia; AND .051 acres, more or less, conveyed by Right-of-Way Deed dated March 16, 1992, from Oglethorpe Power Corporation to Georgia Department of Transportation and recorded in Deed Book , Page , Cobb County Records. 88. That certain tract or parcel of land known as the "McPherson Road Substation" containing 7.416 acres, more or less, in Land Lots 54 and 100 of the 1st District, 2nd Section of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 20, 1984, recorded in Plat Book 95, Page 59, Cobb County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Eugene M. Clary, dated September 5, 1984, and recorded in Deed Book 3274, Page 92, in the Office of Clerk of Superior Court of Cobb County, Georgia: .47 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia, dated December 8, 1984, and recorded in Deed Book 3365, Page 516, Cobb County Records; AND .05 acres, more or less, conveyed by Oglethorpe Power Corporation to Cobb County, Georgia, dated December 10, 1984, and recorded in Deed Book 3365, Page 518, Cobb County Records. 89. That certain tract or parcel of land known as the "North Marietta Substation" containing 9.21 acres, more or less, in Land Lot 1143 of the 16th District of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the Office of Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: Easement from Oglethorpe Power Corporation to Louie H. Simmons and Melba J. Simmons dated March 28, 1991 and recorded in Deed Book 6124, Page 391, in the Office of Clerk of Superior Court of Cobb County, Georgia. 90. That certain tract or parcel of land known as the "North Marietta Substation" containing 1.22 acres, more or less, in Land Lot 1143 of the 16th District of Cobb County, Georgia and being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 9, 1991 recorded in Plat Book 136, Page 10 in Cobb County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from John H. Fitts, dated November 19, 1990, and recorded in Deed Book 5935, Pages 160-161, and Warranty Deed from Homer Lee Burge, dated November 19, 1990, and recorded in Deed Book 5935, Pages 162-163 and Warranty Deed from Eugene King and Dessie King, dated November 19, 1990, and recorded in Deed Book 5935, Pages 167-168, and Warranty Deed from Louie H. Simmons, dated December 19, 1990, and recorded in Deed Book 6013, Pages 0423-0424, and Warranty Deed from Hazel S. Saine, dated December 14, 1990, and recorded in Deed Book 6013, Page 0425 in the Office of the Clerk of Superior Court of Cobb County, Georgia. 91. That certain tract or parcel of land known as the "Oakdale Substation" containing 1.377 acres, more or less, in Land Lot 756 of the 17th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 11, 1985, 25 last revised September 19, 1985, recorded in Plat Book 103, Page 90, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Louise Gray Howard as Trustee Under Agreement (6-1-73) with James W. Howard for the Benefit of James Walton Howard, Jr., Anne Gray Howard and John Winston Howard, dated September 20, 1985, and recorded in Deed Book 3684, Page 109, in the Office of Clerk of Superior Court of Cobb County, Georgia. 92. That certain tract or parcel of land known as the "Parkaire Substation" in Land Lot 215 of the 1st District, 2nd Section of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the Office of Clerk of Superior Court of Cobb County, Georgia. 93. That certain tract or parcel of land known as the "Roberts Road Substation" containing 0.23 acres, more or less, in Land Lots 172 and 173 of the 20th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 20, 1985, recorded in Deed Book 4041, Page 25, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia Power Company, dated June 6, 1986, and recorded in Deed Book 4041, Page 24, in the Office of Clerk of Superior Court of Cobb County, Georgia. 94. That certain tract or parcel of land known as the "South Acworth Substation" containing 4.41 acres, more or less, in Land Lot 49 of the 20th District of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 31, 1986, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Henry J. Yee, David R. Clarke, Ngkam Tongi and Jason Kwok Wai Chan, dated August 6, 1987, and recorded in Deed Book 4596, Page 259, in the Office of Clerk of Superior Court of Cobb County, Georgia, and by Judgment from Warren L. Day and Jack Diemer, et al., dated November 28, 1987, and recorded in Deed Book 4724, Page 8, in the Office of Clerk of Superior Court of Cobb County, Georgia. 95. That certain tract or parcel of land known as the "Terrell Mill Substation" containing 5.163 acres, more or less, in Land Lot 924 of the 17th District, 2nd Section of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated June 25, 1978, and recorded in Deed Book 71, Page 101, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from W. H. Hutcheson and Vernice Hutcheson, dated August 9, 1978, and recorded in Deed Book 1916, Page 347, in the Office of Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: .143 acre, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia dated September 13, 1978, and recorded in Deed Book 1928, Page 592, Cobb County Records; AND 1.17 acres, more or less, conveyed by Warranty Deed, dated June 13, 1984, from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to William Marcus Reed, II, recorded in Deed Book 3156, Pages 196-200, Cobb County Records. 96. That certain tract or parcel of land known as the "Tritt Road Substation" containing 6.354 acres, more or less, in Land Lots 599 and 626 of the 16th District, 2nd section of Cobb County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 133, Page 98, in the Office of the Clerk of Superior Court of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by (1) Warranty Deed from Joan Penelope Strait dated October 4, 1990, and recorded in Deed Book 5889, Folio 236, (2) Quitclaim Deed from James R. Strait a/k/a James Randall Strait dated October 4, 1990, and recorded in Deed Book 5889, Folio 242, (3) Quitclaim Deed from Helen M. Strait dated September 4, 1990, and recorded in Deed Book 5889, Folio 240, and (4) Quitclaim Deed from Brenda K. Barlow Strait dated October 4, 1990 and recorded in Deed Book 5889, Folio 238, all having been recorded in the Office of the Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: Property conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia dated January 25, 1990, and recorded in Deed Book 5683, 26 Page 28, Cobb County Records, AND .716 acres, more or less, conveyed by Quitclaim Deed from Oglethorpe Power Corporation to Alicia Smith a/k/a William L. Smith dated October 2, 1992 and recorded in Deed Book 6946, Page 324, Cobb County Records; AND SUBJECT TO: Easement from Oglethorpe Power Corporation to Cobb Electric Membership Corporation dated October 5, 1990 and recorded in Deed Book 5918, Page 52, Cobb County Records. 97. That certain tract or parcel of land known as the "West Marietta Substation" containing 30.752 acres, more or less, in Land Lot 625 of the 19th District, 2nd Section of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the Office of Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: Sewer Line Easement from Oglethorpe Power Corporation to Cobb County, Georgia, dated March 18, 1986, and recorded in Deed Book 3927, Page 10, in the Office of Clerk of Superior Court of Cobb County, Georgia. 98. That certain tract or parcel of land known as the "Baker Highway Substation" containing 1.882 acres, more or less, in Land Lot 103 of the 6th District of Coffee County, Georgia, being more particularly shown and delineated on Plat of Survey made by George M. Ingram, Georgia Registered Land Surveyor No. 799, dated July 26, 1972, recorded in Plat Book 7, Page 159, Coffee County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book RE-75, Page 1362, in the Office of Clerk of Superior Court of Coffee County, Georgia. 99. That certain tract or parcel of land known as the "Bushnell Substation" containing 2.60 acres, more or less, in Land Lot 88 of the 6th District of Coffee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 15, 1984, recorded in Plat Book 35, Page 60, Coffee County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by two Warranty Deeds from Rexford Batten, the first dated April 17, 1984, and recorded in Real Estate Book 84, Page 1091, in the Office of Clerk of Superior Court of Coffee County, Georgia, and the second dated July 17, 1984, and recorded in Real Estate Book 84, Page 1947, in the Office of Clerk of Superior Court of Coffee County, Georgia; LESS AND EXCEPT: 0.10 acres, more or less, conveyed by Oglethorpe Power Corporation to Coffee County, Georgia, by Rural Post Roads Right-of-Way Deed, dated November 15, 1988, and recorded in Deed Book 300, Page 248, in the Office of Clerk of Superior Court of Coffee County, Georgia. 100. That certain tract or parcel of land known as the "Douglas Substation" in Land Lot 145 of the 6th District of Coffee County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 13, 1975, and recorded in Reel 75, Page 1365, in the Office of Clerk of Superior Court of Coffee County, Georgia. 101. That certain tract or parcel of land known as the "Oak Park Substation" containing 1.14 acres, more or less, in Land Lot 236 of the 6th District of Coffee County, Georgia, being more particularly shown as Tract Two of survey made by George M. Ingram, Georgia Registered Land Surveyor No. 799, dated November 23, 1973, recorded in Plat Book 8, Page 107, Coffee County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company dated August 11, 1975, and recorded in Deed Book RE-75, Page 1362, in the Office of Clerk of Superior Court of Coffee County, Georgia. 102. That certain tract or parcel of land known as the "Wilsonville Substation" containing 8.60 acres, more or less, in Land Lot 445 of the 6th District of Coffee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 3, 1987, recorded in Plat Book 46, Page 13, in the Office of Clerk of Superior Court of Coffee County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from James L. Carter, dated October 21, 1987, and recorded in Deed Book 271, Page 23, in the Office of Clerk of Superior Court of Coffee County, Georgia. 27 103. That certain tract or parcel of land known as the "Berlin Substation" containing 0.456 acres, more or less, in Land Lot 487 of the 9th District of Colquitt County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Georgia Power Company, Land Department, recorded in Plat Book 3, Page 148, in the Office of Clerk of Superior Court of Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 445, Page 343, in the Office of Clerk of Superior Court of Colquitt County, Georgia. 104. That certain tract or parcel of land known as the "Cool Springs Substation" containing 0.9413 acres, more or less, in Land Lots 109 and 122 of the 9th District of Colquitt County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Georgia Power Company, dated January 25, 1978, recorded in Plat Book 10, Page 124, in the Office of Clerk of Superior Court of Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 445, Page 308, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 445, Page 319, in the Office of Clerk of Superior Court of Colquitt County, Georgia. 105. That certain tract or parcel of land known as the "Doerun Substation" containing 3.50 acres, more or less, in Land Lot 41 of the 8th District of Colquitt County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 14, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment from James C. Williams and Charles Everett, dated August 1, 1988, and recorded in Deed Book 418, Page 521, in the Office of Clerk of Superior Court of Colquitt County, Georgia. 106. That certain tract or parcel of land known as the "Rose Hill Substation" containing 0.954 acres, more or less, in Land Lot 319 of the 8th District of Colquitt County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by W. L. Bishop, Surveyor, dated April, 1966, recorded in Plat Book 4, Page 283, in the Office of Clerk of Superior Court of Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 445, Page 326, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 445, Page 336, in the Office of Clerk of Superior Court of Colquitt County, Georgia. 107. That certain tract or parcel of land known as the "Sunset Substation" containing 4.541 acres, more or less, in Land Lot 383 of the 8th District of Colquitt County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 26, 1980, and recorded in Plat Book 13, Page 134, in the Office of Clerk of Superior Court, Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from C. O. Smith, Jr. Farms, A Limited Partnership, dated April 22, 1980, and recorded in Deed Book 344, Page 401, in the Office of Clerk of Superior Court, Colquitt County, Georgia. 108. That certain tract or parcel of land known as the "Tallokus Substation" containing 0.7504 acres, more or less, in Land Lot 432 of the 8th District of Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 445, Page 290, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 445, Page 301, in the Office of Clerk of Superior Court of Colquitt County, Georgia. 109. That certain tract or parcel of land known as the "Berzelia Substation" containing 4.33 acres, more or less, in the 125th G.M.D. of Columbia County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 17, 1988, recorded in Plat Book B, Slide 29 #3, Columbia County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ronnie N. Horseman, dated January 4, 1989, and recorded in Deed Book 724, Folio 151, in the Office of Clerk of Superior Court of Columbia County, Georgia. 28 110. That certain tract or parcel of land known as the "Deere Substation" containing 0.16 acres, more or less, in the 126th and 1285th G.M.D. of Columbia County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 12, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Easement for Pole Mounted Substation from John Deere Commercial Products, Inc., dated March 13, 1991, and recorded in Deed Book 931, Page 269, in the Office of the Clerk of Superior Court of Columbia County, Georgia. 111. That certain tract or parcel of land known as the "Cecil Substation" containing 1.3422 acres, more or less, in Land Lot 458 of the 9th District of Cook County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 208, Page 349, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 208, Page 359, in the Office of Clerk of Superior Court of Cook County, Georgia. 112. That certain tract or parcel of land known as the "Cecil Substation" containing 0.27 acres, more or less, in Land Lot 458 of the 9th District of Cook County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 18, 1991, last revised February 5, 1992, recorded in Plat Book 47, Page 7, Cook County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from William Davis Fulp, dated February 28, 1992, and recorded in Deed Book 221, Page 336, in the Office of the Clerk of Superior Court of Cook County, Georgia. 113. That certain tract or parcel of land known as the "Mountain Creek Substation" containing 4.103 acres, more or less, in Land Lot 36 of the 5th District of Coweta County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 27, Page 93, Coweta County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Lindsey H. Barron, dated May 12, 1980, and recorded in Deed Book 316, Pages 719-720, in the Office of Clerk of Superior Court of Coweta County, Georgia. 114. That certain tract or parcel of land known as the "North Coweta Substation" containing 2.93 acres, more or less, in Land Lot 98 of the 7th District of Coweta County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 12, 1982, and being that certain tract transferred to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Final Judgment in Civil Action, File No. 12645, the Condemnation Proceeding Order of said Civil Action being dated November 2, 1982, and recorded in Deed Book 343, Pages 455-458, in the Office of Clerk of Superior Court of Coweta County, Georgia. 115. That certain tract or parcel of land known as the "Senoia Substation" containing 2.79 acres, more or less, in Land Lot 286 of the 1st District of Coweta County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 257, Page 32, in the Office of Clerk of Superior Court of Coweta County, Georgia. 116. That certain tract or parcel of land known as the "Sharpsburg Substation" containing 10.0 acres, more or less, in the Land Lot 122 of the 1st District of Coweta County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated May 26, 1992, recorded in Plat Book 54, Page 239, Coweta County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Leslie M. Alden a/k/a Leslie Alden, dated January 12, 1993, and recorded in Deed Book 729, Pages 500-501, in the office of the Clerk of Superior Court of Coweta County, Georgia. 117. That certain tract or parcel of land known as the "Dawsonville Substation" containing 1.6463 acres, more or less, in Land Lot 254 of the 13th District of Dawson County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation 29 Easement from Sawnee Electric Membership Corporation, dated September 20, 1990, and recorded in Deed Book 138, Page 241, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 138, Page 244, in the Office of Clerk of Superior Court of Dawson County, Georgia. 118. That certain tract or parcel of land known as the "Juno Substation" containing 4.508 acres, more or less, in Land Lot 1171 of Dawson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated March 24, 1989, recorded in Plat Book 24, Page 159, Dawson County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Winston H. Harben, dated April 13, 1989, and recorded in Deed Book 119, Folio 516, in the Office of Clerk of Superior Court of Dawson County, Georgia, and by Quitclaim Deed from Winston H. Harben, dated May 10, 1989, and recorded in Deed Book 120, Folio 229, in the Office of Clerk of Superior Court of Dawson County, Georgia. 119. That certain tract or parcel of land known as the "Attapulgus Substation" containing 2.98 acres, more or less, in Land Lots 184 and 185 of the 20th District of Decatur County, Georgia, and being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 28, 1992, recorded in Cabinet B, Slide 92-1, Decatur County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from H. A. Laird and Jean F. Laird, dated June 15, 1992, and recorded in Deed Book F-17, Pages 133-134, in the Office of the Clerk of Superior Court of Decatur County, Georgia. 120. That certain tract or parcel of land known as the "Attapulgus Substation" containing 1.0127 acres, more or less, in Land Lots 184 and 185 of the 20th District of Decatur County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Grady County Electric Membership Corporation, dated September 5, 1990, and recorded in Deed Book L-16, Page 511, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book L-16, Page 514, in the Office of Clerk of Superior Court of Decatur County, Georgia. 121. That certain tract or parcel of land known as the "Pine Hill Substation" containing 2.73 acres, more or less, in Land Lot 452 of the 15th District of Decatur County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 15, 1986, recorded in Plat Book D, Page 76, in the Office of Clerk of Superior Court of Decatur County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Owen Aultman, dated November 21, 1986, and recorded in Deed Book N14, Page 311, in the Office of Clerk of Superior Court of Decatur County, Georgia; and by Warranty Deed from Decatur County, Georgia, dated November 21, 1986, and recorded in Deed Book N14, Page 313, in the Office of Clerk of Superior Court of Decatur County, Georgia. 122. That certain tract or parcel of land known as the "Recovery Substation" containing 0.90 acres, more or less, in Land Lot 352 of the 21st District of Decatur County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book D, Page 151, Decatur County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Myrtle B. Johnson, dated October 10, 1989, and recorded in Deed Book W-15, Page 743, in the Office of Clerk of Superior Court of Decatur County, Georgia. 123. That certain tract or parcel of land known as the "Recovery Substation" containing 1.3742 acres, more or less, in Land Lot 352 of the 21st District of Decatur County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Grady County Electric Membership Corporation, dated September 5, 1990, and recorded in Deed Book L-16, Page 521, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book L-16, Page 524, in the Office of Clerk of Superior Court of Decatur County, Georgia. 124. That certain tract or parcel of land known as the "Mimosa Substation" containing 9.28 acres, more or less, in Land Lot 4 of the 15th District of DeKalb County, Georgia, being more particularly shown and delineated on 30 Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 12, 1988, recorded in Plat Book 86, Page 63, in the Office of Clerk of Superior Court of DeKalb County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mrs. Neva D. Warren, dated January 27, 1988, and recorded in Deed Book 6081, Page 642, in the Office of Clerk of Superior Court of DeKalb County, Georgia; LESS AND EXCEPT: property conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to DeKalb County, Georgia, recorded in Deed Book 6119, Page 344, in the Clerk of Superior Court of DeKalb County, Georgia. 125. That certain tract or parcel of land known as the "OPC New Corporate Headquarters Facility" containing 20.76 acres, more or less, in Land Lots 188 and 189 of the 18th District of DeKalb County, Georgia, being more particularly shown and delineated on Plat of Survey made by George T. White, Georgia Registered Land Surveyor No. 1929, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Southern Realty Equities, Inc., dated July 15, 1981, and recorded in Deed Book 4503, Pages 114-115, in the Office of Clerk of Superior Court of DeKalb County, Georgia. 126. That certain tract or parcel of land known as the "Dodge Substation" containing 5.11 acres, more or less, in Land Lot 17 of the 15th District of Dodge County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 11, 1986, revised April 25, 1986, recorded in Plat Book 20, Page 223, in the Office of Clerk of Superior Court of Dodge County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Executor's Deed from John S. Candler, II, Executor, dated May 9, 1986, and recorded in Deed Book 190, Page 92, in the Office of Clerk of Superior Court of Dodge County, Georgia. 127. That certain tract or parcel of land known as the "Eastman Substation" containing 4.749 acres, more or less, in Land Lot 279 of the 16th District of Dodge County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 140, Page 656, in the Office of Clerk of Superior Court of Dodge County, Georgia. 128. That certain tract or parcel of land known as the "Milan Substation" containing 0.79 acres, more or less, and being in Land Lot 67 of the 14th District of Dodge County, Georgia, being more particularly shown and delineated on a topographic map of said property entitled "Ocmulgee EMC No. 3 44/12 kV Substation" prepared by the Georgia Power Company Engineering Department, dated November 14, 1955, and being that certain tract conveyed by a General Warranty Deed and Bill of Sale made by Georgia Power Company to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), dated April 4, 1980, and recorded in Deed Book 163, Page 589, in the Office of Clerk of Superior Court of Dodge County, Georgia. 129. That certain tract or parcel of land known as the "Plainfield Substation" containing 2.065 acres, more or less, in Land Lot 133 of the 16th District of Dodge County, Georgia, being more particularly shown and delineated on Plat of Survey made by Carey E. Treadwell, Georgia Registered Land Surveyor No. 1538, dated May 19, 1973, recorded in Plat Book 11, Page 290, Dodge County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 140, Page 656, in the Office of Clerk of Superior Court of Dodge County, Georgia. 130. That certain tract or parcel of land known as the "Roddy Substation" containing 1.065 acres, more or less, in Land Lot 254 of the 19th District of Dodge County, Georgia, being more particularly shown and delineated and described as "Ga. Power Co." on Plat of Survey prepared by W. L. Bishop, Surveyor, dated April, 1966, recorded in Plat Book 7, Page 68, in the Office of Clerk of Superior Court of Dodge County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 217, Page 265, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 217, Page 275, in the Office of Clerk of Superior Court of Dodge County, Georgia. 31 131. That certain tract or parcel of land known as the "Bratcher Creek Substation" containing 1.967 acres, more or less, in Land Lot 224 of the 3rd District of Dooly County, Georgia, being more particularly shown and delineated on Plat of Survey made by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated September 19, 1975, recorded at Plat Book 4, Page 204, Dooly County Land Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from T. J. Watson and Lillie D. Watson, dated December 1, 1975, and recorded in Deed Book 120, Page 299, in the Office of Clerk of Superior Court of Dooly County, Georgia. 132. That certain tract or parcel of land known as the "Peavey Substation" containing 5.03 acres, more or less, in Land Lot 50 of the 3rd District of Dooly County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 27, 1990, recorded in Plat Book 8, Page 213, Dooly County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Jack Brannen Farms, Inc., dated July 25, 1990, and recorded in Deed Book 178, Page 862, in the Office of the Clerk of Superior Court of Dooly County, Georgia, and by Quitclaim Deed from Jack Brannen Farms, Inc., dated July 25, 1990, and recorded in Deed Book 178, Page 863, in the Office of the Clerk of Superior Court of Dooly County, Georgia. 133. That certain tract or parcel of land known as the "Gillionville Road Substation" containing 3.391 acres, more or less, in Land Lot 87 of the 2nd District of Dougherty County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 29, 1979, and recorded in Deed Book 636, Page 150, in the Office of Clerk of Superior Court of Dougherty County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from T. J. McDowell, dated June 6, 1979, and recorded in Deed Book 636, Page 148, in the Office of Clerk of Superior Court of Dougherty County, Georgia. 134. That certain tract or parcel of land known as the "Hardup Substation" containing 0.15 acres, more or less, being part of Lot 9 of the Acker-Headrick Subdivision in Dougherty County, Georgia, as shown and delineated on Plat of Survey recorded in Plat Book 2, Page 140, Dougherty County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Mitchell Electric Membership Corporation, dated August 14, 1975, and recorded in Deed Book 553, Page 566, in the Office of Clerk of Superior Court of Dougherty County, Georgia. 135. That certain tract or parcel of land known as the "Pecan City Substation" containing 6.56 acres, more or less, in Land Lots 93 and 94 of the 1st District of Dougherty County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 9, 1985, last revised November 11, 1985, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deeds from Mrs. Frances Wellman, dated October 15, 1985, and recorded in Deed Book 781, Page 289 in the Office of Clerk of Superior Court of Dougherty County, Georgia, and from Lobarton Investments, Inc., dated January 16, 1986, and recorded in Deed Book 779, Pages 217-219 in the Office of Clerk of Superior Court of Dougherty County, Georgia. 136. That certain tract or parcel of land known as the "Bankhead Park Substation" containing 5.53 acres, more or less, in Land Lot 542 of the 18th District, 2nd Section of Douglas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 21, 1984, recorded in Plat Book 13, Page 121, Douglas County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Rebecca Jane Riley, Carolyn Elizabeth Garrett and Dorothy Gail Watson, dated July 30, 1984, and recorded in Deed Book 450, Pages 528-529, in the Office of Clerk of Superior Court of Douglas County, Georgia. 137. That certain tract or parcel of land known as the "Cedar Mountain Substation" containing 12.10 acres, more or less, in Land Lot 222 of the 2nd District of Douglas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 9, 1982, recorded in Plat Book 12, Page 191, Douglas County Records, and being that certain tract 32 conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mrs. Evie L. Wellham, dated March 3, 1983, and recorded in Deed Book 412, Pages 141-142, in the Office of Clerk of Superior Court of Douglas County, Georgia. 138. That certain tract or parcel of land known as the "Central Church Road Substation" containing 3.83 acres, more or less, in Land Lot 97 of the 2nd District, 5th Section of Douglas County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed dated August 11, 1975, and recorded in Deed Book 278, Page 386, in the Office of Clerk of Superior Court of Douglas County, Georgia. 139. That certain tract or parcel of land known as the "Douglasville Substation" in Land Lots 541 and 542 of the 18th District of Douglas County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 278, Page 386, in the Office of Clerk of Superior Court of Douglas County, Georgia; LESS AND EXCEPT: 3.65 acres, more or less, conveyed to Douglas County Electric Membership Corporation dated October 8, 1986, and recorded in Deed Book 572, Page 332, in the Office of the Clerk of Superior Court of Douglas County, Georgia. 140. That certain tract or parcel of land known as the "Fairplay Substation" containing 0.925 acres, more or less, in Land Lot 115 of the 3rd District of Douglas County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 704, Page 535, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 704, Page 545, in the Office of Clerk of Superior Court of Douglas County, Georgia. 141. That certain tract or parcel of land known as the "Groover Lake Substation" containing 7.15 acres, more or less, in Land Lot 670 of the 18th District of Douglas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 28, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Guy A. Sears, Sr., dated June 22, 1988, and recorded in Deed Book 608, Page 652, in the Office of Clerk of Superior Court of Douglas County, Georgia. 142. That certain tract or parcel of land known as the "Highpoint Road Substation" containing 8.318 acres, more or less, in Land Lot 210 of the 2nd District of Douglas County, Georgia, and Land Lot 209 of the 2nd District of Carroll County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 27, 1987, recorded in Plat Book 15, Page 47, in the Office of Clerk of Superior Court of Douglas County, Georgia, and in Plat Book 32, Page 127, in the Office of Clerk of Superior Court of Carroll County, Georgia, being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. R. Willoughby, Jr., dated February 19, 1987, and recorded in Deed Book 549, Page 188, in the Office of Clerk of Superior Court of Douglas County, Georgia, and by Warranty Deed from Iva Marie Willoughby Stuart and Thomas D. Stuart, dated September 2, 1987, and recorded in Deed Book 574, Page 315, in the Office of Clerk of Superior Court of Carroll County, Georgia; SUBJECT TO: Easement from Oglethorpe Power Corporation to Southern Bell Telephone and Telegraph Company, dated May 5, 1990, recorded in Deed Book 558, Page 797, in the Office of the Clerk of Superior Court of Douglas County, Georgia. 143. That certain tract or parcel of land known as the "Mason Creek Substation" containing 5.89 acres, more or less, in Land Lot 102 of the 2nd District, 5th Section of Douglas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from John O. Warren, dated November 21, 1988, and recorded in Deed Book 627, Page 293, in the Office of Clerk of Superior Court of Douglas County, Georgia. 144. That certain tract or parcel of land known as the "Mount Carmel Substation" containing 7.49 acres, more or less, in Land Lot 1010 of the 18th District, 2nd Section of Douglas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, 33 dated November 22, 1988, recorded in Plat Book 16, Page 288, Douglas County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Paul H. Robinson, Jr., dated December 29, 1988, and recorded in Deed Book 629, Page 528, in the Office of Clerk of Superior Court of Douglas County, Georgia. 145. That certain tract or parcel of land known as the "North Damascus Substation" containing 0.58 acres, more or less, in Land Lot 252, of the 6th District of Early County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 7, 1991, recorded in Plat Book 170, Page 164, in the Office of the Clerk of Superior Court of Early County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Freda Daniel McArthur, dated April 4, 1991, and recorded in Deed Book 178, Page 318, in the Office of the Clerk of Superior Court of Early County, Georgia. 146. That certain tract or parcel of land known as the "Sawhatchee Substation" containing 0.6258 acres, more or less, in Land Lot 344 of the 28th District of Early County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 177, Page 355, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 177, Page 365, in the Office of Clerk of Superior Court of Early County, Georgia. 147. That certain tract or parcel of land known as the "Wright's Chapel Substation" containing 5.45 acres, more or less, in Land Lot 133 of the 16th District of Echols County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated April 23, 1993, recorded in PC 1, Slide 60, Page 3, Echols County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Patricia J. Strickland and Sherrel Lavon Strickland, dated June 22, 1993, and recorded in Deed Book 35, Page 309, in the office of the Clerk of Superior Court of Echols County, Georgia. 148. That certain tract or parcel of land known as the "Egypt Substation" containing 6.744 acres, more or less, being Tract "A" and Tract "B," in the 12th G.M.D. of Effingham County, Georgia, and being more particularly shown and delineated on Plat of Survey made by James E. Mallett, Jr., Surveyor, dated August 17, 1976, and recorded in Plat Book 10, Page 16, Effingham County Records, and being those certain tracts conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds from Edwin J. Wheeler, Jr., dated September 15, 1976, and recorded in Deed Book 176, Page 320; and also being a portion of that certain tract retained by Oglethorpe Electric Membership Corporation in a Warranty Deed from Mrs. Electra M. Hurst a/k/a Mrs. E. M. Hurst, dated June 4, 1976, and recorded in Deed Book 175, Page 421, in the Office of Clerk of Superior Court of Effingham County, Georgia; LESS AND EXCEPT: 5.310 acres, more or less, conveyed by Warranty Deed from Oglethorpe Electric Membership Corporation to Edwin J. Wheeler, dated August 27, 1976, and recorded in Deed Book 176, Page 318, in the Office of Clerk of Superior Court of Effingham County, Georgia. 149. That certain tract or parcel of land known as the "Dewey Rose Substation" containing 0.2291 acres, more or less, in the 197th G.M.D. of Elbert County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 179, Page 548, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 179, Page 558, in the Office of Clerk of Superior Court of Elbert County, Georgia. 150. That certain tract or parcel of land known as the "Elberton Substation" containing 3.8413 acres, more or less, in the 496th G.M.D. of Elbert County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed (.413 acres) from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 179, Page 565, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 179, Page 576, in the Office of Clerk of Superior Court of Elbert County, Georgia, and by Easement Agreement (3.8 acres) from Georgia Power Company, dated December 3, 1992, and recorded in Deed Book 195, Page 662-667, in the office of the Clerk of Superior Court of Elbert County, Georgia. 34 151. That certain tract or parcel of land known as the "Elberton 115/46 KV Substation" containing 3.8 acres, more or less, in the 196 G.M.D. of Elbert County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated November 8, 1991, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Easement Agreement from Georgia Power Company, dated December 3, 1992, and recorded in Deed Book 195, Page 662-667, in the office of the Clerk of Superior Court of Elbert County, Georgia. 152. That certain tract or parcel of land known as the "Twin Lakes Substation" containing 0.5447 acres, more or less, in Land Lot 34 of the 190th G.M.D. of Elbert County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 179, Page 531, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 179, Page 541, in the Office of Clerk of Superior Court of Elbert County, Georgia. 153. That certain tract or parcel of land known as the "Nunez Substation" containing 3.251 acres, more or less, of the 53rd G.M.D. of Emanuel County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 12, Page 28, Emanuel County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Emanuel County Development Authority, dated December 16, 1981, and recorded in Deed Book H.U., Pages 802-803, in the Office of Clerk of Superior Court of Emanuel County, Georgia. 154. That certain tract or parcel of land known as the "Northeast Emanuel Substation" containing 4.469 acres, more or less, in the 57th G.M.D. of Emanuel County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 21, 1991, last revised April 27, 1992, recorded in Plat Book 16, Page 7, Emanuel County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Richard M. McNeely, dated June 11, 1992, and recorded in Deed Book 40, Pages 511-512, in the Office of the Clerk of Superior Court of Emanuel County, Georgia. 155. That certain tract or parcel of land known as the "Swainsboro Substation" containing 0.1146 acres, more or less, in the 53rd G.M.D. of Emanuel County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 26, Page 377, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 26, Page 387, in the Office of Clerk of Superior Court of Emanuel County, Georgia. 156. That certain tract or parcel of land known as the "Wadley Substation" containing 0.1039 acres, more or less, in the 1208th G.M.D. of Emanuel County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Jefferson Electric Membership Corporation, dated August 29, 1990, and recorded in Deed Book 26, Page 394, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 26, Page 397, in the Office of Clerk of Superior Court of Emanuel County, Georgia. 157. That certain tract or parcel of land known as the "Bernhard Road Substation" containing 3.44 acres, more or less, in Land Lot 224 of the 4th District of Fayette County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 1, 1983, recorded in Plat Book 14, Page 131, Fayette County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Evie Price Robinson, James E. Price, Prince O. Price, Mary G. Blackburn and Senior Price, dated January 19, 1984, and recorded in Deed Book 298, Pages 642-644, in the Office of Clerk of Superior Court of Fayette County, Georgia. 158. That certain tract or parcel of land known as the "Brook Substation" containing 4.793 acres, more or less, in Land Lot 123 of the 4th District, 1293rd G.M.D. of Fayette County, Georgia, being more particularly shown 35 and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated November 2, 1977, recorded in Plat Book 10, Page 133, of the Office of Clerk of Superior Court of Fayette County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Allen G. Putnam, dated May 5, 1978, and recorded in Deed Book 180, Page 47, in the Office of Clerk of Superior Court of Fayette County, Georgia. 159. That certain tract or parcel of land known as the "Highway 54 Substation" containing 6.51 acres, more or less, in Land Lot 25 of the 7th District of Fayette County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 20, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Judgment of Court from John Addison Lester, Jr., et al. dated December 12, 1988, and recorded in Deed Book 532, Page 769, in the Office of the Clerk of Superior Court of Fayette County, Georgia. 160. That certain tract or parcel of land known as the "New Hope Substation" containing 7.514 acres, more or less, in Land Lot 188 of the 5th District of Fayette County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, recorded in Plat Book 10, Page 64, of the Office of Clerk of Superior Court of Fayette County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Eva Jackson Dixon, dated October 14, 1977, and recorded in Deed Book 170, Page 708, in the Office of Clerk of Superior Court of Fayette County, Georgia. 161. That certain tract or parcel of land known as the "Tyrone Substation" containing 6.14 acres, more or less, in Land Lot 116, 7th District of Fayette County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 31, 1990, recorded in Plat Book 21, Page 111, in the Office of the Clerk of Superior Court of Fayette County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Phillip R. Seay, dated October 1, 1990, and recorded in Deed Book 626, Page 421, in the Office of the Clerk of the Superior Court of Fayette County, Georgia. 162. All of the undivided interests and undivided executory, future interests of the Mortgagor in and to the "Rocky Mountain Hydroelectric Property" containing 4,876.966 acres, more or less, in the 4th Section, 4th and 5th Districts of Floyd County, Georgia, granted or arising under that certain General Warranty Deed, Assignment and Bill of Sale from Piedmont-Forrest Corporation to Oglethorpe Power Corporation and Georgia Power Company, dated as of December 15, 1988, recorded December 15, 1988, in Deed Book 1053, Page 1, Floyd County, Georgia records; ALSO, fee simple interest in the "Rocky Mountain Switching Station Property" and easement interests in and to the "Rocky Mountain Primary Transmission Line Easement Property" and the "Rocky Mountain Distribution and Transmission Line Property" in aforesaid Section and Districts of Floyd County, Georgia, granted or arising under that certain General Warranty Deed, Assignment and Bill of Sale from Piedmont-Forrest Corporation to Oglethorpe Power Corporation, dated as of December 15, 1988, recorded December 15, 1988, in Deed Book 1052, Page 779, Floyd County, Georgia Records; SUBJECT TO (i) the terms, conditions, covenants and limitations set forth in that certain Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, between Oglethorpe Power Corporation and Georgia Power Company, dated as of November 18, 1988, (ii) the terms, conditions, covenants and limitations set forth in that certain Rocky Mountain Pumped Storage Hydroelectric Project Ownership Participation Agreement, between Oglethorpe Power Corporation and Georgia Power Company, dated as of November 18, 1988; (iii) reservation of exclusive easement for Distribution and Transmission Lines, exclusive Temporary Easement for Transmission Lines, General Easement, easement across the Switching Station and easement for Distribution Substation, as contained in the General Warranty Deed, Assignment and Bill of Sale by and between Georgia Power Company and Piedmont-Forrest Corporation, dated as of December 14, 1988, recorded in Deed Book 1052, Page 399, Floyd County, Georgia records; and (iv) reservation of Project Switching Station easement and Primary Transmission Line Crossing Easement as contained in that certain General Warranty Deed, Assignment and Bill of Sale by and between Piedmont-Forrest Corporation and Oglethorpe Power Corporation, dated as of December 15, 1988, recorded in Deed Book 1052, Page 779, Floyd County, Georgia records. 36 163. That certain tract or parcel of land known as the "Ducktown (Cuba) Substation" containing 4.248 acres, more or less, in Land Lots 860 and 869 of the 3rd District, 1st Section of Forsyth County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by General Warranty Deed and Bill of Sale from Georgia Power Company dated May 11, 1988, and recorded in Deed Book 409, Pages 164-175, in the Office of Clerk of Superior Court of Forsyth County, Georgia. 164. That certain tract or parcel of land known as the "Hammond's Crossing Substation" containing 3.759 acres, more or less, in Land Lots 346 and 347 of the 14th District, 1st Section of Forsyth County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 13, 1979, recorded in Plat Book 14, Page 220, of the Office of Clerk of Superior Court of Forsyth County, Georgia, being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from D. J. Akin, dated September 25, 1979, and recorded in Deed Book 194, Page 47, in the Office of Clerk of Superior Court of Forsyth County, Georgia. 165. That certain tract or parcel of land known as the "Highway 371 Substation" containing 5.052 acres, more or less, in Land Lot 94 of the 2nd District of Forsyth County, Georgia, being more particularly shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 19, 1990, recorded in Plat Book 32, Page 139, Forsyth County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from J. G. Harris dated October 15, 1990, and recorded in Deed Book 513, Page 476, in the Office of the Clerk of Superior Court of Forsyth County, Georgia. 166. That certain tract or parcel of land known as the "Matt Substation" containing 2.106 acres, more or less, in Land Lot 384 of the 3rd District of Forsyth County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by General Warranty Deed and Bill of Sale from Georgia Power Company, dated May 11, 1988, and recorded in Deed Book 409, Pages 152-163, in the Office of Clerk of Superior Court of Forsyth County, Georgia. 167. That certain tract or parcel of land known as the "Carnesville Substation" containing 0.6314 acres, more or less, in the 812th G.M.D. of Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 278, Page 735, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 278, Page 745, in the Office of Clerk of Superior Court of Franklin County, Georgia. 168. That certain tract or parcel of land known as the "Lavonia Substation" containing 1.2893 acres, more or less, in the 206th G.M.D. of Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 278, Page 752, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 278, Page 762, in the Office of Clerk of Superior Court of Franklin County, Georgia. 169. That certain tract or parcel of land known as the "Sandy Cross Substation" containing 0.111 acres, more or less, in the 1420th G.M.D. of Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Hart Electric Membership Corporation, dated September 13, 1990, and recorded in Deed Book 278, Page 769, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 278, Page 772, in the Office of Clerk of Superior Court of Franklin County, Georgia. 170. That certain tract or parcel of land known as the "Adamsville Substation" containing 9.47 acres, more or less, in Land Lot 244 of the 14th District of Fulton County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6322, Page 401, in the Office of Clerk of Superior Court of Fulton County, Georgia. 37 171. That certain tract or parcel of land known as the "Arnold Mill Substation" containing 7.50 acres, more or less, in Land Lots 999 and 1000 of the 2nd District of Fulton County, Georgia, being more particularly shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 6, 1989, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Clay Cup, Inc. dated May 7, 1990, and recorded in Deed Book 13392, Page 082, in the Office of the Clerk of Superior Court of Fulton County, Georgia. 172. That certain tract or parcel of land known as the "Birmingham Substation" containing 4.333 acres, more or less, in Land Lot 380 of the 2nd District, 2nd Section of Fulton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 7583, Page 189, Fulton County Records, being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from H. A. Buice, dated June 30, 1980, and recorded in Deed Book 7583, Page 183, in the Office of Clerk of Superior Court of Fulton County, Georgia; SUBJECT TO: Easement for Right-of-Way from Oglethorpe Power Corporation to Southern Bell, dated July 7, 1989, recorded at Deed Book 12838, Page 56, in the Office of Clerk of Superior Court of Fulton County, Georgia. 173. That certain tract or parcel of land known as the "Hopewell Substation" containing 11.416 acres, more or less, in Land Lot 319 of the 2nd District, 2nd Section of Old Milton County, now Fulton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Homer E. Hubbard, Registered Land Surveyor, dated July, 1973, and revised August 18, 1973, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6322, Page 406, in the Office of Clerk of Superior Court of Fulton County, Georgia. 174. That certain tract or parcel of land known as the "Martin's Landing Substation" containing 2.985 acres, more or less, in Land Lots 785 and 786 of the 1st District, 2nd Section of Fulton County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 111, Page 107, in the Office of Clerk of Superior Court of Fulton County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Sawnee Electric Membership Corporation, dated November 23, 1977, and recorded in Deed Book 6844, Page 21, in the Office of Clerk of Superior Court of Fulton County, Georgia. 175. That certain tract or parcel of land known as the "Ocee Substation" containing 6.43 acres, more or less, in Land Lots 128 and 129 of the 1st District, 1st Section of Fulton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 123, Page 45, Fulton County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Paul Gerber, Attorney-in-Fact, dated August 28, 1981, and recorded in Deed Book 7939, Pages 229-232, in the Office of Clerk of Superior Court of Fulton County, Georgia; LESS AND EXCEPT: property conveyed by Quitclaim Deed from Oglethorpe Power Corporation to Big Creek Primative Baptist Church, dated September 19, 1986, recorded in Deed Book 10367, Page 222, in the Office of Clerk of Superior Court of Fulton County, Georgia. 176. That certain tract or parcel of land known as the "Ono Substation" containing 1.47 acres, more or less, in Land Lot 105 of the 7th District of Fulton County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 29, 1979, and recorded in Plat Book 116, Page 90, in the Office of Clerk of Superior Court of Fulton County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia Power Company, dated June 25, 1979, and recorded in Deed Book 7281, Page 423, Corrective Warranty Deed being dated September 28, 1979, and recorded in Deed Book 7370, Page 470, Condemnation Award and Judgment regarding property of Alice Faye Henry, dated July 27, 1979, and recorded in Deed Book 7312, Page 390, in the Office of Clerk of Superior Court of Fulton County, Georgia. 177. That certain tract or parcel of land known as the "Union City Substation" containing 91.57 acres, more or less, in Land Lot 40 of the 9th District and in Land Lot 192 of the 13th District of Fulton County, Georgia, 38 conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6322, Page 407, in the Office of Clerk of Superior Court of Fulton County, Georgia; LESS AND EXCEPT: 14.45 acres in Land Lot 192 of the 13th District of Fulton County, Georgia, conveyed by Oglethorpe Electric Membership Corporation to Georgia Power Company by Warranty Deed dated September 5, 1978. 178. That certain tract or parcel of land known as the "Boardtown Substation" containing 3.32 acres, more or less, in Land Lot 26 of the 11th District of Gilmer County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 9, 1986, recorded in Plat Book 15, Page 89, in the Office of Clerk of Superior Court of Gilmer County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Amicalola Electric Membership Corporation, dated February 26, 1987, and recorded in Deed Book 197, Page 723, in the Office of Clerk of Superior Court of Gilmer County, Georgia. 179. That certain tract or parcel of land known as the "Quill Substation" containing 1.432 acres, more or less, in Land Lot 183 of the 6th District, 2nd Section, Gilmer County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 68, Page 107, in the Office of Clerk of Superior Court of Gilmer County, Georgia. 180. That certain tract or parcel of land known as the "Zuta Substation" containing 2.07 acres, more or less, in the 1356th G.M.D. of Glynn County, Georgia, being more particularly shown and delineated on Plat of Survey made by H. W. Williams, Jr., Land Surveyor, dated February 22, 1974, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 180, Page 61, in the Office of Clerk of Superior Court of Glynn County, Georgia. 181. That certain tract or parcel of land known as the "Boydville Substation" containing 2.00 acres, more or less, in Land Lot 66 of the 19th District of Grady County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by James E. Mallett, Surveyor, Georgia Registration No. 1983, recorded in Plat Book 14, Page 12, in the Office of Clerk of Superior Court of Grady County, Georgia, and being that certain tract awarded to Oglethorpe Electric Membership Corporation by Civil Action, File No. 1336, the Condemnation Proceeding Order of said Civil Action being dated October 27, 1976, and recorded in Deed Book 158, Page 615, in the Office of Clerk of Superior Court of Grady County, Georgia. 182. That certain tract or parcel of land known as the "Brumbley Creek Substation" containing 9.2 acres, more or less, in Land Lot 67 of the 18th District of Grady County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 16, Page 147, Grady County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Paulene Mimms Harrell, Individually, and as Executrix of the Estate of Robert A. Harrell, Sr., dated August 3, 1989, and recorded in Deed Book 246, Page 268, in the Office of Clerk of Superior Court of Grady County, Georgia. 183. That certain tract or parcel of land known as the "El Pino Substation" containing 1.8681 acres, more or less, in Land Lot 219 of the 17th District of Grady County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Grady County EMC dated December 6, 1989, and recorded in Deed Book 251, Page 45, by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 268, Page 165, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 268, Page 175, in the Office of Clerk of Superior Court of Grady County, Georgia. 184. That certain tract or parcel of land known as the "Reno Substation" containing 4.09 acres, more or less, in Land Lots 247 and 274 of the 19th District of Grady County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 31, 1986, last revised February 18, 1987, recorded in Plat Book 21, Page 52, in the Office of Clerk of Superior 39 Court of Grady County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Grady County Electric Membership Corporation, dated May 7, 1987, and recorded in Deed Book 216, Page 796, in the Office of Clerk of Superior Court of Grady County, Georgia, and by Warranty Deed from Jimmy L. Maxwell, dated March 18, 1987, and recorded in Deed Book 216, Page 151, in the Office of Clerk of Superior Court of Grady County, Georgia. 185. That certain tract or parcel of land known as the "Roddenbery Substation" containing 5.56 acres, more or less, in Land Lots 40 and 1 of the 16th District of Grady County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 31, 1986, recorded in Plat Book 21, Page 62, in the Office of Clerk of Superior Court of Grady County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from J. B. Roddenbery, dated March 25, 1987, and recorded in Deed Book 216, Page 148, in the Office of Clerk of Superior Court of Grady County, Georgia, and by Warranty Deed from John B. Wight, Jr., dated February 24, 1987, and recorded in Deed Book 216, Page 146, in the Office of Clerk of Superior Court of Grady County, Georgia, and by Warranty Deed from Paul Brooks Roddenbery, dated March 25, 1987, and recorded in Deed Book 216, Page 142, in the Office of Clerk of Superior Court of Grady County, Georgia. 186. That certain tract or parcel of land known as the "Greensboro Lumber Company Substation" containing 0.57 acres, more or less, in the 143rd G.M.D. of Greene County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 1, 1989, recorded in Plat Book 16, Page 207, Greene County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Greensboro Lumber Company, Inc., dated May 10, 1989, and recorded in Deed Book 154, Folio 167, in the Office of Clerk of Superior Court of Greene County, Georgia. 187. That certain tract or parcel of land known as the "Lickskillet Substation" containing 4.87 acres, more or less, in the 143rd G.M.D. of Greene County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 7, 1985, and last revised April 10, 1985, recorded in Plat Book 13, Page 277, Greene County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from A. P. Roper, dated May 7, 1985, and recorded in Deed Book 97, Pages 130-131, in the Office of Clerk of Superior Court of Greene County, Georgia. 188. That certain tract or parcel of land known as the "Siloam Substation" containing 1.5071 acres, more or less, in the 144th G.M.D. of Greene County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 196, Page 240, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 196, Page 250, in the Office of Clerk of Superior Court of Greene County, Georgia. 189. That certain tract or parcel of land known as the "Beaver Ruin Substation" containing 1.5558 acres, more or less, in Land Lot 200 of the 6th District of Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 6333, Page 43, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 6333, Page 55, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 190. That certain tract or parcel of land known as the "Boggs Road Substation" containing 13.48 acres, more or less, in Land Lot 76 of the 7th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 9, 1989, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Bessemer Properties, Incorporated, dated 40 September 5, 1989, and recorded in Deed Book 5645, Pages 347-352, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 191. That certain tract or parcel of land known as the "Deshong Substation" containing 11.54 acres, more or less, in Land Lot 39 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 18, Page 53B, Gwinnett County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Alice B. Deshong, dated May 26, 1982, and recorded in Deed Book 2395, Page 131, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 192. Those certain tracts or parcels of land known collectively as the "Exit 44 Substation" containing 4.255 acres, more or less, and being more particularly described as follows: (a) That certain tract or parcel of land containing 2.12 acres of land lying and being in Land Lot 170 of the 7th District of Gwinnett County, Georgia, as shown and delineated on Plat of Survey of Georgia Power Company Land Department, drawing H-386-14, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 998, Page 110, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. (b) That certain tract or parcel of land containing 2.135 acres, more or less, in Land Lot 170 of 7th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated November 15, 1988, recorded in Plat Book 47, Page 103, Gwinnett County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Myer Caplan, Beverly Jo Caplan, and Brenda C. Winter, dated December 28, 1988, and recorded in Deed Book 5265, Folio 238, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 193. That certain tract or parcel of land known as the "Five Forks Substation" containing 4.296 acres, more or less, in Land Lot 87 of the 6th District, Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 29, 1979, and recorded in Plat Book 11, Page 261, in the Office of Clerk of Superior Court of Gwinnett County, Georgia, and being part of that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from C. R. Cruce, dated November 20, 1979, and recorded in Deed Book 1847, Page 172, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: 0.090 acres, more or less, conveyed by acknowledgment on plat from Oglethorpe Power Corporation to Gwinnett County, Georgia, dated January 21, 1980. 194. That certain tract or parcel of land known as the "Fosters Crossroads Substation" containing 1.6172 acres, more or less, in Land Lot 100 of the 5th District of Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 998, Page 172, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: 0.242 acres, more or less, conveyed by Right-of-Way Deed, dated December 14, 1981, from Oglethorpe Power Corporation to Georgia Department of Transportation, recorded in Deed Book 2312, page 250, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 195. That certain tract or parcel of land known as the "Fosters Crossroads Substation" containing 0.57 acres, more or less, in land lot 100 in the 5th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated November 16, 1992, recorded in Gwinnett County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Walton Electric Membership Corporation, dated December 22, 1992, and recorded in Deed Book 8545, Pages 142, in the office of the Clerk of Superior Court of Gwinnett County, Georgia. 41 196. That certain tract or parcel of land known as the "Landford Substation" containing 1.36 acres, more or less, in Land Lot 113 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 15, Page 140B, Gwinnett County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from J. Clinton Garner, dated April 9, 1981, and recorded in Deed Book 2166, Page 80, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 197. That certain tract or parcel of land known as the "Lidell Road Substation" containing 9.05 acres, more or less, in Land Lot 209 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 16, 1985, and last revised December 30, 1985, recorded in Plat Book 33, Page 290, in the Office of Clerk of Superior Court of Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation and Transmission Corporation) by Judgment of Court, dated January 29, 1986, and recorded in Deed Book 4251, Page 197, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; Quitclaim Deed from City of Dalton, Georgia, dated December 19, 1985, and recorded in Deed Book 3299, Page 169, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; Quitclaim Deed from Georgia Power Company, dated February 20, 1986, and recorded in Deed Book 3469, Page 197, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; and Limited Warranty Deed from Georgia Power Company, dated February 20, 1986, and recorded in Deed Book 3469, Page 198, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: .02 acres, more or less, conveyed by Quitclaim Deed from Oglethorpe Power Corporation to Gwinnett County, Georgia, dated July 13, 1987, and recorded in Deed Book 4488, Page 102, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 42 198. That certain tract or parcel of land known as the "Little Ten Substation" containing 9.853 acres, more or less, in Land Lot 4 of the 5th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 12, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation and Transmission Corporation) by Warranty Deed from Timothy J. Roe and Sondra S. Roe, dated November 20, 1987, and recorded in Deed Book 4649, Page 94, in the Office of Clerk of Superior Court of Gwinnett County, Georgia, and by Judgment from Wendell L. McCart, et al., dated May 23, 1988, and recorded in Microfilm Roll 460, Gwinnett County, Georgia, and by Judgment from Roger B. McCart, et al., dated May 23, 1988, and recorded in Deed Book 4970, Page 182, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: 1.71 acres, more or less, conveyed by Warranty Deed from Oglethorpe Power Corporation to Billy W. Ewing and Brenda Ewing, dated January 23, 1992, and recorded in Deed Book 7097, Page 8, Gwinnett County Records. 199. That certain tract or parcel of land known as the "North Lawrenceville Substation" containing 2.5792 acres, more or less, in Land Lot 11 of the 7th District of Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 6333, Page 25, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 6333, Page 36, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 200. That certain tract or parcel of land known as the "North Lilburn Substation" containing 4.57 acres, more or less, in Land Lot 158 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by McNally, Patrick & Cole, Inc., Surveyors, dated December 18, 1979, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from T. M. Kennerly, dated August 28, 1987, and recorded in Deed Book 4520, Page 102, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 201. That certain tract or parcel of land known as the "Northwoods Substation" containing 3.844 acres, more or less, in Land Lot 181 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Wilwat Properties, Inc., dated August 22, 1980, and recorded in Deed Book 2005, Page 325, in the Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: 0.424 acres, more or less, conveyed by Warranty Deed, dated October 13, 1980, from Oglethorpe Power Corporation to Gwinnett County, Georgia; AND LESS AND EXCEPT: 0.294 acres, more or less, described in and released from the Mortgage by that certain Partial Release of Lien, dated July 13, 1988, by the United States of America, Columbia Bank for Cooperatives and Trust Company Bank, as trustee under certain indentures identified therein in favor of Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), recorded in Deed Book 5075, Page 121, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 202. That certain tract or parcel of land known as the "Prospect Road Substation" containing 4.788 acres, more or less, in Land Lot 63 of the 7th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 8, 1988, recorded in Plat Book 46, Page 112B, in the Office of Clerk of Superior Court of Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from C. L. Nash, dated August 24, 1988, and recorded in Deed Book 5079, Page 121, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 203. That certain tract or parcel of land known as the "Rock Quarry Substation" containing 3.13 acres, more or less, in Land Lot 140 of the 7th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 4, 1985, and last revised June, 1985, recorded in Plat Book 31, Page 247, Gwinnett County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission 43 Corporation) by Warranty Deed from Michael Cady, dated July 2, 1985, and recorded in Deed Book 3095, Page 651, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 204. That certain tract or parcel of land known as the "Singleton Road Substation" containing 1.30 acres, more or less, in Land Lots 187 and 172 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 18, 1982, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated May 3, 1983, and recorded in Deed Book 2548, Pages 84-85, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 205. That certain tract or parcel of land known as the "Snellville Substation" containing 2.15 acres, more or less, in Land Lot 53 of the 6th District, Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 998, Page 110, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 206. That certain tract or parcel of land known as the "Sugarloaf Substation" containing 10.05 acres, more or less, in Land Lot 122 of the 7th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 19, 1986, recorded in Plat Book 35, Page 216, in the Office of Clerk of Superior Court of Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mrs. Doris Brown Toler Peeler, Mrs. Eloise Brown Modesitt and Ted Brown, dated May 7, 1986, and recorded in Deed Book 3536, Page 42, in the Office of Clerk of Superior Court of Gwinnett County, Georgia. 207. That certain tract or parcel of land known as the "Trickum Substation" containing 2.61 acres, more or less, in Land Lot 77 of the 6th District of Gwinnett County, Georgia, being more particularly shown and delineated on Plat of Survey, made by W. L. Bishop, Surveyor, dated April, 1964, and recorded in Plat Book K, Page 97, Gwinnett County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 998, Page 110, Office of Clerk of Superior Court of Gwinnett County, Georgia. 208. That certain tract or parcel of land known as the "Bear Gap Substation" containing 7.498 acres, more or less, in Land Lot 122 of the 13th District of Habersham County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 2, 1990, recorded in Plat Book 29, Page 254, in the Office of the Clerk of the Superior Court of Habersham County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Virgil E. Lovell dated November 30, 1990, and recorded in Deed Book 266, Page 253, in the Office of the Clerk of the Superior Court of Habersham County, Georgia. 209. That certain tract or parcel of land known as the "Chase Road Substation" containing 0.438 acres, more or less, in Land Lot 114 of the 10th District of Habersham County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated June 30, 1992, last revised October 14, 1992, recorded in Plat Book 33, Page 36, Habersham County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Rusty Farris and Marsha Marie Farris, dated October 15, 1992, and recorded in Deed Book 294, Pages 191-192, in the Office of the Clerk of Superior Court of Habersham County, Georgia. 210. That certain tract or parcel of land known as the "Clarksville Substation" containing 0.2227 acres, more or less, in Land Lot 21 of the 10th District of Habersham County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 266, Page 44 777, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 266, Page 787, in the Office of Clerk of Superior Court of Habersham County, Georgia. 211. That certain tract or parcel of land known as the "Hollywood Substation" containing 1.61 acres, more or less, in Land Lot 121 of the 12th District of Habersham County, Georgia, being more particularly shown and delineated on Plat of Survey made by W. L. Bishop, Registered Surveyor, dated May 18, 1970, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 144, Page 121, in the Office of Clerk of Superior Court of Habersham County, Georgia. 212. That certain tract or parcel of land known as the "Bark Camp Substation" containing 1.6359 acres, more or less, in Land Lot 114 of the 10th District of Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 1548, Page 280, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 290, in the Office of Clerk of Superior Court of Hall County, Georgia. 213. That certain tract or parcel of land known as the "Candler Substation" containing 4.62 acres, more or less, in the 1385th G.M.D. of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 21, 1984, and last revised August 9, 1984, recorded in Plat Book 99, Page 233, Hall County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Betty Loggins Lancaster, f/k/a Betty Violet Loggins, dated September 28, 1984, and recorded in Deed Book 863, Pages 127-128, in the Office of Clerk of Superior Court of Hall County, Georgia. 214. That certain tract or parcel of land known as the "College Square Substation" containing 6.36 acres, more or less, in Land Lot 53 of the 8th District of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 7, 1983, recorded in Plat Book 90, Page 96, Hall County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Jerry L. Reed, dated May 16, 1983, and recorded in Deed Book 798, Pages 386-387, in the Office of Clerk of Superior Court of Hall County, Georgia. 215. That certain tract or parcel of land known as the "Gaines Ferry Substation" containing 4.091 acres, more or less, in Land Lot 149 of the 8th District of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 21, 1990, recorded in Plat Book 146, Page 74, in the Office of the Clerk of the Superior Court of Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Cheryl W. Roberts as Trustee Under that certain Indenture of Trust Between Mary W. Roberts, As Settlor, and Cheryl W. Roberts, as Trustee, dated September 12, 1990 and executed September 30, 1990, said Warranty Deed being dated November 9, 1990, and recorded in Deed Book 1543, Page 118, in the Office of the Clerk of the Superior Court of Hall County, Georgia. 216. That certain tract or parcel of land known as the "Gillsville Substation" containing 0.5109 acres, more or less, in the 268th G.M.D. of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by W. L. Bishop, Surveyor, dated January 20, 1967, recorded in Plat Book 37, Page 71, in the Office of Clerk of Superior Court of Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 1548, Page 263, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 273, in the Office of Clerk of Superior Court of Hall County, Georgia. 217. That certain tract or parcel of land known as the "Gillsville Substation" containing 7.706 acres, more or less, in the 268th G.M. District of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 29, 1990, and being 45 that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from CWT Farms International, Inc., formerly known as CWT Farms, Inc., dated December 17, 1990, and recorded in Deed Book 1560, Page 222, in the Office of the Clerk of the Superior Court of Hall County, Georgia. 218. That certain tract or parcel of land known as the "Kubota Substation" containing 4.81 acres, more or less, in Land Lot 114 of the 9th District of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 14, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from City of Gainesville, dated September, 1988, and recorded in Deed Book 1270, Page 4, in the Office of Clerk of Superior Court of Hall County, Georgia. 219. That certain tract or parcel of land known as the "Murrayville Substation" containing 11.69 acres, more or less, in Land Lot 17 of the 11th District of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 139, Page 70, in the Office of the Clerk of the Superior Court of Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Henry Lee Conner and Myrtle Conner dated November 1, 1989, and recorded in Deed Book 1404, Folio 288-289, in the Office of the Clerk of the Superior Court of Hall County, Georgia. 220. That certain tract or parcel of land known as the "Stringer Substation" containing 5.71 acres, more or less, in Land Lot 62 of the 12th District of Hall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 87, Page 10, Hall County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Beatrice L. Stowers, dated July 2, 1982, and recorded in Deed Book 771, Pages 247 and 248, in the Office of Clerk of Superior Court of Hall County, Georgia; SUBJECT TO: Reservation of a non-exclusive easement over "access road parcel" in the above described Warranty Deed. 221. That certain tract or parcel of land known as the "West Gainesville Substation" containing 2.4710 acres, more or less, in Land Lot 172 of the 9th District of Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 1548, Page 246, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 256, in the Office of Clerk of Superior Court of Hall County, Georgia. 222. That certain tract or parcel of land known as the "Devereaux Substation" containing 3.2909 acres, more or less, in the 116th G.M.D. of Hancock County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by William W. Orth, Surveyor, dated October 28, 1965, recorded in Plat Book 3, Page 144, in the Office of Clerk of Superior Court of Hancock County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 41, Page 255, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 41, Page 265, in the Office of Clerk of Superior Court of Hancock County, Georgia. 223. That certain tract or parcel of land known as the "Hancock School Substation" containing .99 acres, more or less, in the 102nd G.M.D. of Hancock County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 19, 1991, recorded in Plat Book 10, Page 262, Hancock County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Helen B. Chamblee, dated October 21, 1991, and recorded in Deed Book 51, Page 69, in the Office of the Clerk of Superior Court of Hancock County, Georgia. 224. That certain tract or parcel of land known as the "Sparta Substation" containing 1.0390 acres, more or less, in the 113th G.M.D. of Hancock County, Georgia, and being that certain tract conveyed to Oglethorpe Power 46 Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 41, Page 272, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 41, Page 282, in the Office of Clerk of Superior Court of Hancock County, Georgia. 225. That certain tract or parcel of land known as the "Bremen Substation" containing 19.15 acres, more or less, in Land Lots 228 and 245 of the 7th District, 5th Section, of Haralson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Lamar B. Leach, Georgia Registered Surveyor No. 1507, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 178, Page 138, in the Office of Clerk of Superior Court of Haralson County, Georgia. 226. That certain tract or parcel of land known as the "Morgan Road Substation" containing 14.966 acres, more or less, in Land Lot 89 of the 7th District of Haralson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 19, 1985, recorded in Plat Book 12, Page 42, Haralson County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Rose Agnes Bell, dated June 13, 1985, and recorded in Deed Book 267, Page 51, in the Office of Clerk of Superior Court of Haralson County, Georgia. 227. That certain tract or parcel of land known as the "Camp McKenzie Substation" containing 7.78 acres, more or less, in Land Lot 189 of the 19th District of Harris County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 1, 1988, recorded in Plat Book 15, Page 11, Harris County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from John H. Deaton and Walker Harris, dated September 1, 1988, and recorded in Deed Book 178, Folio 451, in the Office of Clerk of Superior Court of Harris County, Georgia, and by Warranty Deed from Ocie Lamar Sturkie, recorded in Deed Book 184, Folio 445, in the Office of Clerk of Superior Court of Harris County, Georgia, and by Quitclaim Deed from Ocie Lamar Sturkie, recorded in Deed Book 184, Folio 443, in the Office of Clerk of Superior Court of Harris County, Georgia. 228. That certain tract or parcel of land known as the "Roosevelt Substation" containing 4.68 acres, more or less, in Land Lot 140 of the 21st District of Harris County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 16, Page 43, in the Office of the Clerk of the Superior Court of Harris County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mead Coated Board, Inc. dated August 30, 1989, and recorded in Deed Book 194, Folio 222-223, in the Office of the Clerk of the Superior Court of Harris County, Georgia. 229. That certain tract or parcel of land known as the "Airline Substation" containing 0.5152 acres, more or less, in the 1116th G.M.D. of Hart County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 222, Page 620, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 630, in the Office of Clerk of Superior Court of Hart County, Georgia. 230. That certain tract or parcel of land known as the "Airline Substation" containing 3.86 acres, more or less, in the 1116th G.M.D. of Hart County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 14, 1991, last revised December 5, 1991, recorded in Plat Book 2-E, Page 44, Hart County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ella Lou Kotal, dated April 15, 1992, and recorded in Deed Book 235, Pages 380-381, in the office of the Clerk of Superior Court of Hart County, Georgia. 47 231. That certain tract or parcel of land known as the "Nancy Hart Substation" containing 0.682 acres, more or less, in the 1112th G.M.D. of Hart County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Hart Electric Membership Corporation, dated September 13, 1990, and recorded in Deed Book 222, Page 654, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 657, in the Office of Clerk of Superior Court of Hart County, Georgia. 232. That certain tract or parcel of land known as the "Nancy Hart Substation" containing 3.39 acres, more or less, in the 1112th G.M.D. of Hart County, Georgia being more particularly shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 30, 1991, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment of Court from Amy F. Herring, Helen H. Milford and Ralph E. Herring, dated March 30, 1992 and recorded in Deed Book 233 Page 671-674, in the Office of the Clerk of Superior Court of Hart County, Georgia. 233. That certain tract or parcel of land known as the "Reed Creek Substation" containing 3.93 acres, more or less, in the 1115th G.M.D., Hart County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 127, Page 656, in the Office of Clerk of Superior Court of Hart County, Georgia. 234. That certain tract or parcel of land known as the "Vanna Substation" containing 0.9008 acres, more or less, in the 1113th G.M.D. of Hart County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 222, Page 637, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 647, in the Office of Clerk of Superior Court of Hart County, Georgia. 235. That certain tract or parcel of land known as the "Flat Rock Substation" containing 13.185 acres, more or less, in Land Lot 92 of the 13th District of Heard County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 24, 1987, being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ethel Tollerson Adams, dated May 23, 1988, and recorded in Deed Book 117, Page 304, in the Office of Clerk of Superior Court of Heard County, Georgia, and by Warranty Deed from Vivian Tollerson Lewis, Individually and as Executrix of the Last Will and Testament of Violet Tollerson, dated May 23, 1988, and recorded in Deed Book 117, Page 302, in the Office of Clerk of Superior Court of Heard County, Georgia. 236. A 30% undivided interest in that certain tract or parcel of land containing, in the aggregate, 3,080.91 acres, more or less, of Land Lots 168, 167, 166, 165, 164, 171, 172, 173, 174, 175, 180, 179, 178, 177, 183, 184, 185 and 186 of the 4th District of Heard County, Georgia, being more particularly shown and delineated as Tract Two, on Plat of Survey prepared by George M. Ingram, Registered Land Surveyor No. 799, designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT, perimeter survey of Yellowdirt Plant Area (Wansley), Carroll and Heard Counties, Georgia, dated June 19, 1972, revised December 9th, 1975," (known as Plant Wansley) said plat being recorded in Plat Book 2, Page 229, in the Office of Clerk of Superior Court of Heard County, Georgia; and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by General Warranty Deed and Bill of Sale, dated April 9, 1976, from Georgia Power Company and recorded in Deed Book 78, Page 1, Heard County Records. 237. That certain tract or parcel of land known as the "Fairview Substation" containing 0.90 acres, more or less, in Land Lot 163 of the 12th District of Henry County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 1248, Page 12, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 1248, Page 22, in the Office of Clerk of Superior Court of Henry County, Georgia. 48 238. That certain tract or parcel of land known as the "McGarity Substation" containing 5.50 acres, more or less, in Land Lot 115 of the 7th District of Henry County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 22, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Harold L. McGarity, dated January 21, 1988, and recorded in Deed Book 908, Page 100, in the Office of Clerk of Superior Court of Henry County, Georgia. 239. That certain tract or parcel of land known as the "AIM Substation" containing 2.806 acres, more or less, in Land Lot 21 of the 14th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 38, Page 47, in the Office of the Clerk of the Superior Court of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from William N. Arnold and Rita D. Arnold, dated February 10, 1990, and recorded in Deed Book 871, Folio 426, in the Office of the Clerk of the Superior Court of Houston County, Georgia. 240. That certain tract or parcel of land known as the "Bonaire Substation" containing 53.27 acres, more or less, in Land Lot 19 of the 11th District of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 461, Page 84, in the Office of Clerk of Superior Court of Houston County, Georgia; LESS AND EXCEPT: .67 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to Georgia Department of Transportation, dated July 13, 1987, and recorded in Deed Book 778, Page 66, in the Office of Clerk of Superior Court of Houston County, Georgia. 241. That certain tract or parcel of land known as the "Bonaire Substation" containing 2.47 acres, more or less, in Land Lot 252 of the 10th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Waddle Engineering Company, Inc., Georgia Registered Land Surveyor No. 924, dated June 9, 1969, and recorded in Map Book 13, Page 59, Houston County Records, and being the second of two certain tracts conveyed to Oglethorpe Electric Membership Corporation, dated August 11, 1975, and recorded in Deed Book 461, Page 84, in the Office of Clerk of Superior Court of Houston County, Georgia. 242. That certain tract or parcel of land known as the "Clinchfield Substation" containing 2.48 acres, more or less, in Land Lots 60 and 67 of the 13th District of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Flint Electric Membership Corporation, dated September 20, 1990, and recorded in Deed Book 902, Page 393, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 902, Page 396, in the Office of Clerk of Superior Court of Houston County, Georgia. 243. That certain tract or parcel of land known as the "Elberta Substation" containing 3.2 acres, more or less, in Land Lot 187 of the 5th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Waddle Surveying Company, Inc., Georgia Registered Land Surveyor No. 924, dated November 15, 1968, and recorded in Map Book 12, Page 228, Houston County Records, and being one of two certain tracts conveyed to Oglethorpe Electric Membership Corporation, dated August 11, 1975, and recorded in Deed Book 461, Page 84, in the Office of Clerk of Superior Court of Houston County, Georgia; and the remaining tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed, dated August 14, 1975, and recorded in Deed Book 468, Page 46, of aforesaid records. 244. That certain tract or parcel of land known as the "Henderson Substation" containing 2.30 acres, more or less, in Land Lot 258 of the 13th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roy V. West, Georgia Registered Land Surveyor No. 1141, dated March, 1973, and recorded in Map Book 16, Page 96, Houston County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 461, Page 84, in the Office of Clerk of Superior Court of Houston County, Georgia. 49 245. That certain tract or parcel of land known as the "North Centerville Substation" containing 6.27 acres, more or less, in Land Lot 97 of the 5th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 1, 1991 recorded in Plat Book 41, Page 38, Houston County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. A. Bruce and Katie C. Bruce, dated August 13, 1991, and recorded in Deed Book 933, Page 75, in the Office of the Clerk of Superior Court of Houston County, Georgia. 246. That certain tract or parcel of land known as the "Russell Parkway Substation" containing 4.17 acres, more or less, in Land Lot 170 of the 5th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 20, 1988, recorded in Plat Book 35, Page 118, in the Office of Clerk of Superior Court of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from The Rite-Way Corporation dated July 15, 1988, and recorded in Deed Book 812, Page 769, in the Office of Clerk of Superior Court of Houston County, Georgia. 247. That certain tract or parcel of land known as the "South Warner Robins Substation" containing 1.568 acres, more or less, in Land Lot 198 of the 5th District, 500th G.M. District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 12, 1989, revised January 15, 1990, recorded in Plat Book 38, Page 80, in the Office of the Clerk of the Superior Court of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Flint Electric Membership Corporation, dated February 9, 1990, and recorded in Deed Book 870, Page 215, in the Office of the Clerk of the Superior Court of Houston County, Georgia. 248. That certain tract or parcel of land known as the "Southwest Substation" containing 2.14 acres, more or less, designated as Parcel "A" in Land Lot 142 of the 5th District of Houston County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Gary W. Witherington, Surveyor, Georgia Registration No. 1930, dated February 19, 1976, and recorded in Plat Book 18, Page 281, Office of Clerk of Superior Court of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Marvin Clyde Ryals, Charles Raymond Ryals, and John Frank Ryals, Executors of the Last Will and Testament of Mrs. Annie Clyde Ryals, dated April 12, 1976, and recorded in Deed Book 473, Page 813, in the Office of Clerk of Superior Court of Houston County, Georgia. 249. That certain tract or parcel of land known as the "Warner Robins (North) Substation" containing 1.2076 acres, more or less, in Land Lot 201 of the 5th District of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Flint Electric Membership Corporation, dated September 20, 1990, and recorded in Deed Book 902, Page 403, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 902, Page 407, in the Office of Clerk of Superior Court of Houston County, Georgia. 250. That certain tract or parcel of land known as the "Warner Robins (West) Substation" containing 1.62 acres, more or less, in Land Lot 140 of the 5th District of Houston County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Flint Electric Membership Corporation, dated September 20, 1990, and recorded in Deed Book 902, Page 415, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 902, Page 418, in the Office of Clerk of Superior Court of Houston County, Georgia. 251. That certain tract or parcel of land known as the "Abba Substation" containing 6.70 acres, more or less, in Land Lots 158 and 173 of the 3rd District of Irwin County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 11, Page 36, in the Office of the Clerk of the Superior Court of Irwin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Elmer Harper and Joy A. Harper, dated July 26, 1989, and recorded in Deed Book 108, Folio 348-349, in the Office of the Clerk of the Superior Court of Irwin County, Georgia, and by 50 Warranty Deed from Irwin County Electric Membership Corporation, a Georgia Corporation, dated August 16, 1989, and recorded in Deed Book 108, Folio 346-347, in the Office of the Clerk of the Superior Court of Irwin County, Georgia. 252. That certain tract or parcel of land known as the "Mystic Substation" containing 1.129 acres, more or less, in Land Lot 6 of the 3rd District of Irwin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 112, Page 13, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 112, Page 23, in the Office of Clerk of Superior Court of Irwin County, Georgia. 253. That certain tract or parcel of land known as the "Reedy Creek Substation" containing 1.018 acres, more or less, in Land Lot 238 of the 5th District of Irwin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 112, Page 30, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 112, Page 40, in the Office of Clerk of Superior Court of Irwin County, Georgia. 254. That certain tract or parcel of land known as the "Attica Substation" containing 4.98 acres, more or less, in the 1747th G.M.D. of Jackson County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 11-O, Page 367, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 11-O, Page 378, in the Office of Clerk of Superior Court of Jackson County, Georgia. 255. That certain tract or parcel of land known as the "Attica Substation" containing 13.932 acres, more or less, in the 1747th G.M.D. of Jackson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 25, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment of Court from Alva Jo Evans, et al., dated February 5, 1991, and recorded in Deed Book 11P, Page 794, in the Office of the Clerk of Superior Court of Jackson County, Georgia. 256. That certain tract or parcel of land known as the "Braselton Substation" containing 1.9814 acres, more or less, in the 1765th G.M.D. of Jackson County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 16, 1979, recorded in Plat Book 16, Page 83, in the Office of Clerk of Superior Court of Jackson County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by a Warranty Deed from Jackson Electric Membership Corporation, dated November 2, 1979, and recorded in Deed Book 7-R, Page 421, in the Office of Clerk of Superior Court of Jackson County, Georgia. 257. That certain tract or parcel of land known as the "Center Substation" containing 12.02 acres, more or less, in the 1704th G.M.D. of Jackson County, Georgia, being more particularly shown and delineated on Plat of Survey made by W. L. Bishop, Georgia Registered Land Surveyor, dated September 26, 1967, recorded in Plat Book 5, Page 167, in the Office of Clerk of Superior Court of Jackson County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6-S, Page 257, in the Office of Clerk of Superior Court of Jackson County, Georgia; LESS AND EXCEPT: 0.07 acres conveyed by Limited Warranty Deed dated April 12, 1982, from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to Board of Commissioners of Jackson County, Georgia. 258. That certain tract or parcel of land known as the "Center Substation" containing 0.9493 acres, more or less, in the 1704th G.M.D. of Jackson County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Jackson Electric Membership Corporation, dated November 2, 1990, and recorded in Deed Book 11-O, Page 385, 51 and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 11-O, Page 388, in the Office of Clerk of Superior Court of Jackson County, Georgia. 259. That certain tract or parcel of land known as the "Louisiana-Pacific Substation" containing 5.33 acres, more or less, in the 1704th G.M.D. of Jackson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 31, Page 209, Jackson County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from J. R. Jarrett, Jr., dated April 11, 1989, and recorded in Deed Book 10-R, Pages 445-446, in the Office of Clerk of Superior Court of Jackson County, Georgia. 260. That certain tract or parcel of land known as the "North Commerce Substation" containing 2.38 acres, more or less, in the 255th (Minish) District G.M., Jackson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Lamar B. Leach, Surveyor, dated March, 1972, recorded in Plat Book 6, Page 388, Jackson County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6-S, Page 257, in the Office of Clerk of Superior Court of Jackson County, Georgia; LESS AND EXCEPT: 0.07 acres, more or less, conveyed by Limited Warranty Deed, dated April 12, 1982, from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to the Board of Commissioners of Jackson County, Georgia, recorded in Deed Book 8-E, Page 39-40, Jackson County Records. 261. That certain tract or parcel of land known as the "Pendergrass Substation" containing 3.416 acres, more or less, in the 428th G.M.D. of Jackson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated June 7, 1993, recorded in Plat Book 35, Page 256, Jackson County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from H. Dorsey Guthrie and John Williams, dated June 8, 1993, and recorded in Deed Book 13-D, Pages 528-529, in the office of the Clerk of Superior Court of Jackson County, Georgia. 262. That certain tract or parcel of land known as the "Tallassee Hydro Dam" containing 32.73 acres, more or less, in the 2418th and 1347th G.M.D. of Clarke County, Georgia, and the 1747th G.M.D. of Jackson County, Georgia, and being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Harold T. Barrett, Jr., dated October 27, 1983, and recorded in Deed Book 441, Page 90, in the Office of Clerk of Superior Court of Clarke County, Georgia, and Deed Book 8-M, Page 65, in the Office of Clerk of Superior Court of Jackson County, Georgia. 263. That certain tract or parcel of land known as the "Monticello Substation" containing 1.0200 acres, more or less, in Land Lot 9 of the 17th District of Jasper County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Central Georgia Electric Membership Corporation, dated September 26, 1990, and recorded in Deed Book 99, Page 300, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 99, Page 303, in the Office of Clerk of Superior Court of Jasper County, Georgia. 264. That certain tract or parcel of land known as "Rocky Branch Substation" containing 4.67 acres, more or less, in Land Lots 507 and 508 of the 2nd District of Jeff Davis County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 24, 1986, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Judgment from Anne F. McNatt, dated June 26, 1987, and recorded in Deed Book 147, Page 710, in the Office of Clerk of Superior Court of Jeff Davis County, Georgia. 265. That certain tract or parcel of land known as the "Snipesville Substation" containing 0.4387 acres, more or less, in Land Lot 244 of the 1st District of Jeff Davis County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim 52 Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 165, Page 240, in the Office of Clerk of Superior Court of Jeff Davis County, Georgia and by Warranty Deed from Thomas Tate, dated May 5, 1992, and recorded in Deed Book 178, Pages 22-23, in the Office of Clerk of Superior Court of Jeff Davis County, Georgia. 266. That certain tract or parcel of land known as the "South Hazlehurst Substation" containing 3.37 acres, more or less, in Land Lot 365 of the 2nd District of Jeff Davis County, Georgia, being more particularly shown and delineated on Plat of Survey recorded at Plat Book 2, Page 211, Jeff Davis County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 99, Page 358, in the Office of Clerk of Superior Court of Jeff Davis County, Georgia. 267. That certain tract or parcel of land known as the "Georgia Kaolin Substation" containing 1.10 acres, more or less, of the 1460th G.M.D. of Jefferson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 1, Page 109, Jefferson County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from The Development Authority of Jefferson County, dated April 30, 1981, and recorded in Deed Book 135, Pages 119-20, in the Office of Clerk of Superior Court of Jefferson County, Georgia. 268. That certain tract or parcel of land known as the "North Louisville Substation" containing 15.43 acres, more or less, in the 82nd G.M.D. of Jefferson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 1, Page 442, Jefferson County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from John R. Murphy, III and James C. Abbot, dated October 3, 1989, and recorded in Deed Book 174, Pages 333-334, in the Office of Clerk of Superior Court of Jefferson County, Georgia. 269. That certain tract or parcel of land known as the "Wrens Switching Substation" containing 0.89 acres, more or less, in the 81st G.M.D. of Jefferson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 28, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia Power Company, dated August 16, 1989, and recorded in Deed Book 174, Pages 61-63, in the Office of Clerk of Superior Court of Jefferson County, Georgia and by Easement from Georgia Power Company dated August 31, 1989, and recorded in Deed Book 174, Page 764, in the Office of the Clerk of the Superior Court of Jefferson County, Georgia. 270. That certain tract or parcel of land known as the "Grove Church Substation" containing 2.3244 acres, more or less, in the 1640th G.M.D. of Jenkins County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 3-D, Page 571, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 3-D, Page 581, in the Office of Clerk of Superior Court of Jenkins County, Georgia. 271. That certain tract or parcel of land known as the "East Wrightsville Substation" containing 0.26 acres, more or less, in the 55th G.M.D. of Johnson County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia Power Company, dated April 11, 1980, and recorded in Deed Book 89, Page 547, in the Office of Clerk of Superior Court of Johnson County, Georgia. 272. That certain tract or parcel of land known as the "Washington No. 3 Substation" and being in the 55th G.M.D. of Johnson County, Georgia, being more particularly shown and delineated on a topographic map of said property entitled "Washington County EMC No. 3, 44/69 kV Substation" prepared by the Georgia Power Company Engineering Department dated November, 1949, last revised September 10, 1968, and being that certain tract 53 conveyed by a General Warranty Deed and Bill of Sale made by Georgia Power Company to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), dated April 11, 1980, and recorded in Deed Book 89, Page 547, in the Office of Clerk of Superior Court of Johnson County, Georgia. 273. That certain tract or parcel of land known as the "Wrightsville Substation" containing 0.225 acres, more or less, in the 1405th G.M.D. of Johnson County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 129, Page 187, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 129, Page 197, in the Office of Clerk of Superior Court of Johnson County, Georgia. 274. That certain tract or parcel of land known as the "Clinton Substation" containing 22.38 acres, more or less, in Land Lot 4 of the 9th District of Jones County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 10, Page 137, Jones County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Cherry Elaine Childs, dated March 30, 1989, and recorded in Deed Book 233, Pages 119-120, in the Office of Clerk of Superior Court of Jones County, Georgia. 275. That certain tract or parcel of land known as the "Gray Substation" containing 0.7447 acres, more or less, in Land Lot 4 of the 9th District of Jones County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 250, Page 136, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 250, Page 146, in the Office of Clerk of Superior Court of Jones County, Georgia. 276. Those certain tracts or parcels of land known as the "Mixon Substation" containing 0.8978 acres, more or less, in Land Lot 51 of the 6th District of Jones County, Georgia, and being those certain tracts conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 140, Page 490, in the Office of Clerk of Superior Court of Jones County, Georgia; and from Sara M. Caudle, dated August 27, 1980, and recorded in Deed Book 168, Page 810, in the Office of Clerk of Superior Court of Jones County, Georgia. 277. That certain tract or parcel of land known as the "Milner Substation" containing 2.49 acres, more or less, in Land Lot 64 of the 7th District of Lamar County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by J. Wayne Proctor, Sr., Registered Land Surveyor, dated March 12, 1971, recorded in Plat Book 5, Page 85, in the Office of Clerk of Superior Court of Lamar County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Lamar Electric Membership Corporation, dated June 9, 1976, and recorded in Deed Book 82, Page 318, in the Office of Clerk of Superior Court of Lamar County, Georgia. 278. That certain tract or parcel of land known as the "Dexter Substation" containing 3.92 acres, more or less, in Land Lot 93 of the 18th District of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 19, 1983, recorded in Plat Book 405, Page 594, Laurens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from H. H. Bedingfield, W. H. Bedingfield, Estate of W. O. Bedingfield, Caroline M. Bedingfield, Herbert Marvin Bedingfield, Linda Bedingfield Kelly, and William Walter Bedingfield, dated April 5, 1983, and recorded in Deed Book 406, Pages 97-99, in the Office of Clerk of Superior Court of Laurens County, Georgia. 279. That certain tract or parcel of land known as the "Dublin Substation" containing 0.2296 acres, more or less, in the 52nd G.M.D. of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 604, Page 288, and by Quitclaim 54 Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 604, Page 298, in the Office of Clerk of Superior Court of Laurens County, Georgia. 280. That certain tract or parcel of land known as the "Dublin Chip Mill Substation" containing .51 acres, more or less, in the 52nd G.M.D. of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 5, 1988, recorded in Plat Book 6, Page 109, Laurens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Olin Wooten, dated November 7, 1989, and recorded in Deed Book 564, Page 312, in the Office of Clerk of Superior Court of Laurens County, Georgia. 281. That certain tract or parcel of land known as the "Dudley Substation" containing 0.2296 acres, more or less, in Land Lot 226 of the 18th District of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 604, Page 271, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 604, Page 281, in the Office of Clerk of Superior Court of Laurens County, Georgia. 282. That certain tract or parcel of land known as the "Dudley Substation" containing 5.280 acres, more or less, in Land Lot 226 & 252 of the 18th District of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 29, 1990, recorded in Plat Book 620, Page 161, Laurens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from John W. Chappell, dated June 26, 1991, and recorded in Deed Book 620, Page 185, in the Office of the Clerk of Superior Court of Laurens County, Georgia. 283. That certain tract or parcel of land known as the "Firetower Road Substation" containing 5.51 acres, more or less, in Land Lot 91 of the 1st District of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 10, 1987, and last revised September, 1987, recorded in Plat Book 6, Page 35, in the Office of Clerk of Superior Court of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from The City of Dublin & County of Laurens Development Authority, dated October 15, 1987, and recorded in Deed Book 496, Page 320, in the Office of Clerk of Superior Court of Laurens County, Georgia. 284. That certain tract or parcel of land known as the "Garetta Substation" containing 1.49 acres, more or less, in Land Lot 258 of the 17th District of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Greenway & Flanders, Surveyors, dated October 26, 1986, recorded in Deed Book 468, Page 27, in the Office of Clerk of Superior Court of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation by Warranty Deed from Little Ocmulgee EMC dated November 18, 1987, and recorded in Deed Book 499, Page 299, in the Office of Clerk of Superior Court of Laurens County, Georgia. 285. That certain tract or parcel of land known as the "Garetta Substation" containing 0.1895 acres, more or less, in Land Lot 253 of the 17th District of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 604, Page 254, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 604, Page 264, in the Office of Clerk of Superior Court of Laurens County, Georgia. 286. That certain tract or parcel of land known as the "Minter Substation" containing 5.55 acres, more or less, in the 1338th G.M.D. of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 11, 1989, recorded in Plat Book 6, Page 118, Laurens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Rayonier 55 Timberlands Operating Company, L.P., dated June 23, 1989, and recorded in Deed Book 550, Page 345, in the Office of Clerk of Superior Court of Laurens County, Georgia, and by Quitclaim Deed from ITT Rayonier, Incorporated, a Delaware Corporation, dated June 16, 1989, and recorded in Deed Book 550, Page 343, in the Office of Clerk of Superior Court of Laurens County, Georgia. 287. That certain tract or parcel of land known as the "North Dublin Substation" containing 13.359 acres, more or less, in Land Lot 263 of the 1st District of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 330, Page 279, in the Office of Clerk of Superior Court of Laurens County, Georgia. 288. That certain tract or parcel of land known as the "Rentz Substation" containing 0.34 acres, more or less, in Land Lot 109 of the 17th District of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey made by William E. Greenway, Georgia Registered Land Surveyor No. 8712, dated September 23, 1986, recorded in Deed Book 461, Page 334, in the Office of Clerk of Superior Court of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Little Ocmulgee EMC, dated November 18, 1987, and recorded in Deed Book 499, Page 297, in the Office of Clerk of Superior Court of Laurens County, Georgia. 289. That certain tract or parcel of land known as the "Rentz Substation" containing 0.5773 acres, more or less, in Land Lot 109 of the 17th District of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 604, Page 246, in the Office of Clerk of Superior Court of Laurens County, Georgia. 290. That certain tract or parcel of land known as the "Southeast Paper Company Substation" containing 1.519 acres, more or less, in the 52nd G.M.D. of Laurens County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 19, 1978, recorded in Deed Book 361, Page 472, in the Office of Clerk of Superior Court of Laurens County, Georgia, and being that certain tract at of Survey made by W. L. Bishop, Registered Surveyor, dated May 18, 1970, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Southeast Paper Company, dated August 1, 1978, and recorded in Deed Book 361, Page 473, in the Office of Clerk of Superior Court of Laurens County, Georgia. 291. That certain tract or parcel of land known as the "Century Substation" containing 0.574 acres, more or less, in Land Lot 174 of the 2nd District of Lee County, Georgia, being more particularly shown and delineated on Plat of Survey dated February 2, 1970, recorded in Plat Book D, Page 61, Lee County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book B29, Page 285, in the Office of Clerk of Superior Court of Lee County, Georgia. 292. That certain tract or parcel of land known as the "Cookville Substation" containing 0.35 acres, more or less, in Land Lot 191 of the 2nd District of Lee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Cabinet D, Slide D-16, in the Office of the Clerk of the Superior Court of Lee County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Allied Products Corporation dated October 27, 1989, and recorded in Deed Book 112, Folio 374, in the Office of the Clerk of the Superior Court of Lee County, Georgia. 293. That certain tract or parcel of land known as the "Mount Pleasant Substation" containing 2.066 acres, more or less, in Land Lot 170 of the Redbone G.M.D. 975 of Lee County, Georgia, and being more particularly shown and delineated on Plat of Survey recorded in Plat Book D, Page 233, Lee County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book B-29, Page 299, in the Office of Clerk of Superior Court of Lee County, Georgia. 56 294. That certain tract or parcel of land known as the "Cay Creek Substation" containing 10.12 acres, more or less, in the 1359th G.M.D. of Liberty County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 28, 1986, recorded in Plat Book D92, Page 1, in the Office of Clerk of Superior Court of Liberty County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ballard Jones, Jr., dated March 18, 1986, and recorded in Deed Book 373, Page 268, in the Office of Clerk of Superior Court of Liberty County, Georgia. 295. That certain tract or parcel of land known as the "Horse Creek Substation" containing 7.674 acres, more or less, in the 1756th G.M.D. of Liberty County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 9, 1978, recorded in Plat Book 12, Page 30, in the Office of Clerk of Superior Court of Liberty County, Georgia, and being a part of that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deeds from Henry C. Baker, Pauline B. Travis, Roland A. Baker, Larry Baker, David F. Baker, Harry O. Baker, Daisy Baker, Evelyn Baker, Mattie Bell Baker, Oliver Baker, Charlie W. Baker and Esther Baker, said Deeds being dated January 18, 1979, January 19, 1979, January 20, 1979, and January 29, 1979, and recorded in Deed Book 160, Pages 488-503, in the Office of Clerk of Superior Court of Liberty County, Georgia; LESS AND EXCEPT: 4.077 acres, more or less, conveyed by Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to Canoochee Electric Membership Corporation by Warranty Deed dated February 25, 1980. 296. That certain tract or parcel of land known as the "Donald Substation" containing 3.976 acres, more or less, in the 16th G.M.D. of Long County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 18, 1987, recorded in Plat Book 5, Page 78, in the Office of Clerk of Superior Court of Long County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Corrective Warranty Deed from William Dunham Rogers, dated July 19, 1990, and recorded in Deed Book 79, Folio 403, in the Office of Clerk of Superior Court of Long County, Georgia, and by Anchor Permit from Hugh Durham, dated February 16, 1988, and recorded in Deed Book 73, Page 158, in the Office of Clerk of Superior Court of Long County, Georgia. 297. That certain tract or parcel of land known as the "South Glennville Substation" containing 1.84 acres, more or less, in the 1672nd G.M.D. of Long County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 44, Page 543, in the Office of Clerk of Superior Court of Long County, Georgia. 298. That certain tract or parcel of land known as the "Azalea Park Substation" containing 2.25 acres, more or less, in Land Lot 64 of the 11th District of Lowndes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 4, 1991, recorded in Plat Book 36, Page 9, Lowndes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Valdosta-Lowndes County Industrial Authority, dated January 3, 1992, and recorded in Deed Book 861, Page 231, in the Office of the Clerk of Superior Court of Lowndes County, Georgia. 299. That certain tract or parcel of land known as the "Bemis Substation" containing 0.455 acres, more or less, in Land Lot 146 of the 11th District of Lowndes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 26, Page 271, Lowndes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Colquitt Electric Membership Corporation, dated December 22, 1981, and recorded in Deed Book 378, Page 477, in the Office of Clerk of Superior Court of Lowndes County, Georgia. 300. That certain tract or parcel of land known as the "Dasher Substation" containing 4.918 acres, more or less, in Land Lot 29 of the 16th District of Lowndes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 14, 1990, 57 recorded in Plat Book 35, Page 139, in the Office of the Clerk of the Superior Court of Lowndes County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Richard Elwood Stephens, dated January 23, 1991, and recorded in Deed Book 803, Page 49, in the Office of the Clerk of the Superior Court of Lowndes County, Georgia. 301. That certain tract or parcel of land known as the "Hickory Grove Substation" containing 2.398 acres, more or less, in Land Lots 165 and 204 of the 11th District of Lowndes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 26, Page 309, Lowndes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ben Hill Wisenbaker, Jr., dated January 28, 1982, and recorded in Deed Book 380, Page 16, in the Office of Clerk of Superior Court of Lowndes County, Georgia; LESS AND EXCEPT: .174 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Lowndes County, Georgia, dated January 12, 1987 and recorded in Deed Book 528, Page 384, in the Office of the Clerk of Superior Court of Lowndes County, Georgia. 302. That certain tract or parcel of land known as the "Lowndes Substation" containing 6.45 acres, more or less, in Land Lot 15 of the 12th District of Lowndes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 30, 1983, recorded in Plat Book 28, Page 28, Lowndes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Elsie McKey Whitaker, dated January 3, 1984, and recorded in Deed Book 428, Pages 47-48, in the Office of Clerk of Superior Court of Lowndes County, Georgia. LESS AND EXCEPT: 2.48 acres, more or less, conveyed by Warranty Deed from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to Cody's of Lowndes County, Inc., recorded in Deed Book 741, Page 193, in the Office of the Clerk of Superior Court of Lowndes County, Georgia. 303. That certain tract or parcel of land known as the "Mineola Substation" containing 4.30 acres, more or less, in Land Lot 87 of the 12th District of Lowndes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 26, Page 61, Lowndes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Carol C. Tyler, dated June 4, 1981, and recorded in Deed Book 367, Page 461, in the Office of Clerk of Superior Court of Lowndes County, Georgia. 304. That certain tract or parcel of land known as the "Cane Creek Substation" containing 3.214 acres, more or less, in Land Lot 834 of the 1296th G.M.D. of Lumpkin County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated January 19, 1978, recorded in Plat Book 7, Page 138, of the Office of Clerk of Superior Court of Lumpkin County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Early J. Wimpy, dated April 10, 1978, and recorded in Deed Book S3, Page 268, in the Office of Clerk of Superior Court of Lumpkin County, Georgia. 305. That certain tract or parcel of land known as the "Copper Pines Substation" containing 0.74 acres, more or less, in Land Lot 115 of the 1st District of Lumpkin County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 20, 1990, recorded in Plat Book 21, Page 290, in the Office of the Clerk of the Superior Court of Lumpkin County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Russell W. Parrish, as Trustee under the Last Will and Testament of Robert P. Parrish, dated October 1, 1990, and recorded in Deed Book L9, Page 296, in the Office of the Clerk of the Superior Court of Lumpkin County, Georgia. 306. That certain tract or parcel of land known as the "Bartlett Substation" containing 0.230 acres, more or less, in Land Lot 5 of the 2nd District of Macon County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated August 17, 1992, last revised September 9, 1992, recorded in Plat Book 13, Page 92, Macon County Records, and being that 58 certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Cargill, Incorporated, dated September 30, 1992, and recorded in Deed Book 103, Page 8, in the Office of the Clerk of Superior Court of Macon County, Georgia. 307. That certain tract or parcel of land known as the "Buckeye Substation" containing 0.826 acres, more or less, in Land Lot 195 of the 28th District of Macon County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 8, 1978, recorded in Plat Book 8, Page 35, of the Office of Clerk of Superior Court of Macon County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from the Buckeye Cellulose Corporation, dated April 2, 1979, and recorded in Deed Book 30, Page 253, in the Office of Clerk of Superior Court of Macon County, Georgia. 308. That certain tract or parcel of land known as the "Athens Substation" containing 4.3669 acres, more or less, in the 383rd G.M.D. of Madison County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book V-9, Page 18, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book V-9, Page 35, in the Office of Clerk of Superior Court of Madison County, Georgia. 309. That certain tract or parcel of land known as the "Pocataligo Substation" containing 1.0052 acres, more or less, in the 438th G.M.D. of Madison County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Jackson Electric Membership Corporation, dated November 2, 1990, and recorded in Deed Book V-9, Page 15, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book V-9, Page 28, in the Office of Clerk of Superior Court of Madison County, Georgia. 310. That certain tract or parcel of land known as the "Brantley Substation" containing 2.176 acres, more or less, in Land Lot 72 of the 4th District of Marion County, Georgia, being more particularly shown and delineated on Plat of Survey made by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated November 20, 1975, recorded in Plat Book B, Page 46, Office of Clerk of Superior Court of Marion County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Naomi Ingram, dated January 20, 1976, recorded in Deed Book 48, Page 610, in the Office of Clerk of Superior Court of Marion County, Georgia. 311. That certain tract or parcel of land known as the "Durand Substation" containing 8.14 acres, more or less, in Land Lots 59 and 60 of the 2nd District of Meriwether County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 24, 1990, recorded in Plat Book 14, Page 116, in the Office of the Clerk of the Superior Court of Meriwether County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Henry Burnley Parham and by Warranty Deed from Evergreen Timberlands Corporation, dated January 31, 1990, and recorded in Deed Book 295, Page 471, in the Office of the Clerk of the Superior Court of Meriwether County, Georgia, dated October 9, 1990, and recorded in Deed Book 291, Page 622, in the Office of the Clerk of the Superior Court of Meriwether County, Georgia. 312. That certain tract or parcel of land known as the "Gay Substation" containing 4.71 acres, more or less, in Land Lot 43 of the 9th District of Meriwether County, Georgia, being more particularly shown and delineated on Plat of Survey made by J. Wayne Proctor, Sr., Registered Surveyor, dated October 27, 1972, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded at Deed Book 149, Page 154, in the Office of Clerk of Superior Court of Meriwether County, Georgia. 313. That certain tract or parcel of land known as the "Colquitt Substation" containing 0.9467 acres, more or less, in Land Lot 88 of the 13th District of Miller County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Three Notch Electric Membership Corporation, dated September 5, 1990, and recorded in Deed 59 Book 113, Page 606, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 113, Page 609, in the Office of Clerk of Superior Court of Miller County, Georgia. 314. That certain tract or parcel of land known as the "Camilla Substation" containing 0.03 acres, more or less, in Land Lot 5 of the 11th District of Mitchell County, Georgia, being more particularly shown and delineated and designated as "Tract A" on Plat of Survey prepared by Larry W. Grogan, Surveyor, Georgia Registration No. 1649, dated November 16, 1990, recorded in Plat Book 22, Page 16, in the Office of Clerk of Superior Court of Mitchell County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Mitchell Electric Membership Corporation, dated December 7, 1990, and recorded in Deed Book 323, Page 301, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 323, Page 305, in the Office of Clerk of Superior Court of Mitchell County, Georgia. 315. That certain tract or parcel of land known as the "Cooper Road Substation" containing 3.74 acres, more or less, in Land Lot 310 of the 9th District of Mitchell County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 21, Page 57, Mitchell County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mitchell Electric Membership Corporation, dated September 12, 1989, and recorded in Deed Book 302, Pages 1-2, in the Office of Clerk of Superior Court of Mitchell County, Georgia. 316. That certain tract or parcel of land known as the "Cooper Road Substation" containing 6.84 acres, more or less, in Land Lot 310 of the 9th District of Mitchell County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 15, 1987, recorded in Plat Book 20, Page 13, in the Office of the Clerk of the Superior Court of Mitchell County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Gertrude C. Kemp, dated September 12, 1989, and recorded in Deed Book 301, Page 145, in the Office of the Clerk of the Superior Court of Mitchell County, Georgia. 317. That certain tract or parcel of land known as the "Hopeful Substation" containing 0.4316 acres, more or less, in Land Lot 342 of the 11th District of Mitchell County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 323, Page 313, in the Office of Clerk of Superior Court of Mitchell County, Georgia. 318. That certain tract or parcel of land known as the "Mitchell Prison Substation" containing 0.344 acres, more or less, in Land Lot 273 of the 10th District of Mitchell County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 23, 1992, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Non-Exclusive Easement from State of Georgia, State Properties Commission, dated March 23, 1992, and recorded in Deed Book 349, Pages 109-117, in the Office of the Clerk of Superior Court of Mitchell County, Georgia. 319. That certain tract or parcel of land known as the "Mount Olive Substation" containing 2.0 acres, more or less, in Land Lot 56 of the 11th District of Mitchell County, Georgia, being more particularly shown and delineated on Plat of Survey made by Leroy R. Hall, Mitchell County Land Surveyor, dated September 18, 1975, and recorded at Plat Book 13, Page 139, land records of Mitchell County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from M. A. Kemp, dated November 11, 1975, and recorded at Deed Book 190, Page 450, Office of Clerk of Superior Court of Mitchell County, Georgia. 320. That certain tract or parcel of land known as the "Pelham Industrial Park Substation" containing 1.15 acres, more or less, in Land Lot 269 of the 10th District of Mitchell County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, 60 dated April 19, 1985, and last revised May 28, 1985, recorded in Plat Book 18, Page 156, Mitchell County Records, and being those certain tracts conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deeds from W. Lamar Davis, dated July 3, 1985, and recorded in Deed Book 252, Pages 523-524, in the Office of Clerk of Superior Court of Mitchell County, Georgia, and from C. Ray Council, Hal A. Council, Rex A. Council, Max R. Council, Glenda Council Beall, June Council Hunter, and Gay Council Moring, dated September 26, 1985, and recorded in Deed Book 254, Pages 696-698, in the Office of Clerk of Superior Court of Mitchell County, Georgia. 321. That certain tract or parcel of land known as the "Bolingbroke Substation" containing 0.95 acres, more or less, in Land Lot 192 of the 13th District of Monroe County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 329, Page 214, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 329, Page 225, in the Office of Clerk of Superior Court of Monroe County, Georgia. 322. That certain tract or parcel of land known as the "Combustion Turbine Project" containing 1,368 acres, more or less, in Land Lots 96, 64 and 65, 5th District and 52, 83, 84, 85, 86, 87, 118 and 119, 13th District of Monroe County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Gabriel P. Rumble, dated April 18, 1989, and recorded in Deed Book 286, Page 128, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and by Warranty Deed from Myrtice Jo Rumble, Charles T. Rumble, Thomas Reid Rumble, Genevieve Rumble Miller f/k/a Genevieve Rumble Hopper, dated November 14, 1989, and recorded in Deed Book 301, Page 241, in the Office of the Clerk of the Superior Court of Monroe County, Georgia and by Warranty Deed from Jeffrey L. Rader and Luanne K. Rader dated May 17, 1991, and recorded in Deed Book 339, Page 47, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and by Warranty Deed from Proctor & Gamble Cellouse Company f/k/a the Buckeye Cellouse Corporation dated December 7, 1990, and recorded in Deed Book 328, Page 292, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and by Quitclaim Deed from Mead Coated Board, Inc., dated May 19, 1989, and recorded in Deed Book 288, Page 251, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and by Warranty Deed from the Corporation of Mercer University, A Georgia Corporation dated April 30, 1992, and recorded in Deed Book 373, Page 98, in the Office of the Clerk of Superior Court of Monroe County, Georgia. 323. That certain tract or parcel of land known as the "Culloden Substation" containing 2.7703 acres, more or less, in Land Lot 119 of the 11th District of Monroe County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 329, Page 232, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 329, Page 242, in the Office of Clerk of Superior Court of Monroe County, Georgia. 324. That certain tract or parcel of land known as the "Smarr Substation" containing 5.43 acres, more or less, in Land Lot 56, of the 13th District of Monroe County, Georgia being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 16, Page 84, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Carl E. Lane and Martha B. Lane dated January 15, 1990, and recorded in Deed Book 305, Folio 233-234, in the Office of the Clerk of the Superior Court of Monroe County, Georgia. 325. 60% undivided interest in those certain tracts or parcels of land known as the "Unit 1 & 2 Property" and the "Common Area Property" of Plant Robert W. Scherer, comprising approximately 12,000 acres, in the 5th District of Monroe County, Georgia, all as shown and delineated on (i) that certain blueprint of survey captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised January 2, 1979, prepared for Georgia Power Company by Southern Services, Inc., bearing Drawing No. EPS 4035-75, and (ii) that certain blueprint of survey captioned "Plant Scherer, A Plat of Project Boundary and Road & Gas Line Relocation, 5th District, Monroe County, Georgia," dated April 27, 1978, prepared for Georgia Power Company Land Dept. by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing drawing number M-154-3; being all 61 of that certain property conveyed to Oglethorpe Power Corporation by General Warranty Deed and Bill of Sale from Georgia Power Company, dated May 22, 1980, and recorded in Deed Book 125, Page 1, in the Office of Clerk of Superior Court of Monroe County, Georgia. LESS AND EXCEPT: (x) The property described in and released from the Mortgage by that certain Partial Release and Subordination Agreement among the United States of America, Columbia Bank for Cooperatives and Trust Company Bank, as trustee under certain indentures identified therein and Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), dated December 30, 1985, recorded in Deed Book 202, Page 113, in the Office of Clerk of Superior Court of Monroe County, Georgia; (y) the property described in and released from the Mortgage by that certain Quitclaim Deed and Partial Release, dated as of November 19, 1987, made by the United States of America, Columbia Bank for Cooperatives and Trust Company Bank, as trustee under certain indentures identified therein, to Gulf Power Company, recorded in Deed Book 254, Page 158, in the Office of Clerk of Superior Court of Monroe County, Georgia; and (z) the property described in and released from Mortgage by that certain Quitclaim Deed and Partial Release, dated as of October 3, 1989, made by the United States of America, National Bank for Cooperatives, as successor by merger to Columbia Bank for Cooperatives effective January 1, 1989, and Trust Company Bank, as trustee under certain indentures identified therein, to Georgia Power Company, recorded in Deed Book 297, Page 295, in the Office of Clerk of the Superior Court of Monroe County, Georgia. 326. The "Undivided Interest" (in Plant Robert W. Scherer Unit No. 2) as defined in, and leased to the Mortgagor pursuant to, four separate Lease Agreements Nos. 1-4, dated December 30, 1985, between Wilmington Trust Company and William J. Wade as Owner Trustees under Trust Agreements Nos. 1-4 and Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) and recorded, respectively, in Deed Book 205, Page 167; in Deed Book 205, Page 328; in Deed Book 206, Page 138; and in Deed Book 206, Page 298 in the Office of Clerk of Superior Court of Monroe County, Georgia. 327. That certain tract or parcel of land known as the "Alston Substation" containing 0.3443 acres, more or less, in the 275th G.M.D. of Montgomery County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 105, Page 240, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 105, Page 250, in the Office of Clerk of Superior Court of Montgomery County, Georgia. 328. That certain tract or parcel of land known as the "Kibbee Substation" containing 2.36 acres, more or less, in the 1781st G.M.D. of Montgomery County, Georgia, being more particularly shown and delineated on Plat of Survey made by Lamar B. Leach, Georgia Registered Surveyor No. 1507, said plat being recorded in Plat Book 2, Page 232, Montgomery County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 67, Page 489, in the Office of Clerk of Superior Court of Montgomery County, Georgia. 329. That certain tract or parcel of land known as the "McGregor Substation" containing 10.459 acres, more or less, in the 1757th G.M.D. of Montgomery County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 23, 1988, recorded in Plat Book 6, Page 87, Montgomery County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from John L. Robison, dated December 19, 1988, and recorded in Deed Book 99, Folio 537, in the Office of Clerk of Superior Court of Montgomery County, Georgia. 330. That certain tract or parcel of land known as the "Madison Substation" containing 9.644 acres, more or less, in Land Lot 55 of the 5th District of Morgan County, Georgia, being more particularly shown and delineated on Plat of Survey made by George M. Ingram, Registered Surveyor, dated February 16, 1970, and recorded in Plat Book 6, Page 213, Morgan County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 88, Page 753, in the Office of Clerk of Superior Court of Morgan County, Georgia. 62 331. That certain tract or parcel of land known as the "Rutledge Substation" containing 3.92 acres, more or less, in Land Lot 91 of the 20th District of Morgan County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 12, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. P. Wallace, dated December 23, 1987, and recorded in Deed Book 139, Page 344, in the Office of Clerk of Superior Court of Morgan County, Georgia. 332. That certain tract or parcel of land known as the "Woodkraft Substation" containing 0.386 acres, more or less, in Land Lot 97 of the 277th G.M.D. of Morgan County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 11, 1978, recorded in Plat Book 9, Page 228, in the Office of Clerk of Superior Court of Morgan County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from the Georgia Kraft Company, dated December 12, 1978, and recorded in Deed Book 99, Page 631, in the Office of Clerk of Superior Court of Morgan County, Georgia. 333. That certain tract or parcel of land known as the "Upatoi Substation" containing 4.28 acres, more or less, in Land Lot 99 of the 9th District of Muscogee County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 16, 1985, recorded in Plat Book 92, Page 15, Muscogee County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Willis E. Burgess, Acting Through Joseph G. Slaughter, III, His Attorney In Fact, dated March 12, 1985, and recorded in Deed Book 2428, Pages 162-163, in the Office of Clerk of Superior Court of Muscogee County, Georgia. 334. That certain tract or parcel of land known as the "East Thomson Substation" containing 2.862 acres, more or less, in the 134th G.M.D. of McDuffie County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 20, 1991, and recorded in Plat Book S, Page 314A, McDuffie County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Carlton Minus, Sr., a/k/a/ Tony Minus, dated April 21, 1992, and recorded in Deed Book 173, Page 682, in the Office of the Clerk of Superior Court of McDuffie County, Georgia, and by Warranty Deed from Leona Lee Baxley, dated April 15, 1992, and recorded in Deed Book 173, Page 321, in the Office of the Clerk of Superior Court of McDuffie County, Georgia. 335. That certain tract or parcel of land known as the "Iron Hill Substation" containing 3.18 acres, more or less, in the 133rd G.M.D. of McDuffie County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by John M. Harris, Georgia Registered Land Surveyor No. 1769, dated July 13, 1978, recorded in Plat Book 0, Page 178, of the Office of Clerk of Superior Court of McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds from W. E. Owens and also W. E. Owens and Betty Owens, dated August 10, 1978, and recorded in Deed Book 106, Page 691, in the Office of Clerk of Superior Court of McDuffie County, Georgia; LESS AND EXCEPT: that property conveyed by Right-of-Way Deed, dated July 17, 1981, from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to McDuffie County, recorded in Deed Book 119, Page 877, McDuffie County Records. 336. That certain tract or parcel of land known as the "Stones Crossroads Substation" containing 2.687 acres, more or less, in the 134th G.M.D. of McDuffie County, Georgia, being more particularly described and delineated on Plat of Survey by John McGill, Surveyor, dated May 18, 1973, recorded in the Office of Clerk of Superior Court of said County in Plat Book L, Page 64, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 92, Page 641, in the Office of Clerk of Superior Court of McDuffie County, Georgia. 337. That certain tract or parcel of land known as the "Thomson East Substation" containing 0.700 acres, more or less, in the 134th G.M.D. of McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe 63 Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 165, Page 261, in the Office of Clerk of Superior Court of McDuffie County, Georgia. 338. That certain tract or parcel of land known as the "Thomson West Substation" containing 0.2700 acres, more or less, in the 134th G.M.D. of McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 165, Page 243, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 165, Page 254, in the Office of Clerk of Superior Court of McDuffie County, Georgia. 339. That certain tract or parcel of land known as the "Eulonia Substation" containing 5.53 acres, more or less, in the 1515th G.M. District, McIntosh County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 18, 1990, last revised September 5, 1990, recorded in Plat Book 1, Page 28C, in the Office of the Clerk of the Superior Court of McIntosh County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Southeast Timberlands, Inc., dated September 28, 1990, and recorded in Deed Book 146, Page 347, in the Office of the Clerk of the Superior Court of McIntosh County, Georgia, and by Limited Warranty Deed from Audley Farm, Inc., dated December 21, 1990, and recorded in Deed Book 148, Page 383, in the Office of the Clerk of the Superior Court of McIntosh County, Georgia. 340. That certain tract or parcel of land known as the "Jackson Lake Substation" containing 1.2889 acres, more or less, in Land Lot 144 of the 9th District of Newton County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Snapping Shoals Electric Membership Corporation, dated September 4, 1990, and recorded in Deed Book 385, Page 470, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 385, Page 473, in the Office of Clerk of Superior Court of Newton County, Georgia. 341. That certain tract or parcel of land known as the "Mansfield Substation" containing 0.179 acres, more or less, in Land Lot 206 of the 1st District of Newton County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 385, Page 452, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 385, Page 463, in the Office of Clerk of Superior Court of Newton County, Georgia. 342. That certain tract or parcel of land known as the "Oak Hill Substation" containing 13.00 acres, more or less, in Land Lot 78 of the 10th District of Newton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 19, 1986, recorded in Plat Book 20, Page 153, in the Office of Clerk of Superior Court of Newton County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Laura Ellen Hull Barber, dated April 3, 1986, and recorded in Deed Book 261, Page 414, in the Office of Clerk of Superior Court of Newton County, Georgia. 343. That certain tract or parcel of land known as the "East Watkinsville Substation" containing 11.9955 acres, more or less, in the 225th G.M.D. of Oconee County, Georgia, being more particularly shown and delineated on Plat of Survey made by W. L. Bishop, Surveyor, dated April 11, 1970, and recorded in Plat Book 3, Page 183, Oconee County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 19, Page 297, in the Office of Clerk of Superior Court of Oconee County, Georgia. 344. That certain tract or parcel of land known as the "Mars Hill Substation" containing 4.61 acres, more or less, in the 1331st G.M.D. of Oconee County, Georgia, being more particularly shown and delineated on Plat of Survey made by W. L. Bishop, Surveyor, dated October 2, 1969, recorded in Plat Book 3, Page 155, Oconee County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty 64 Deed, dated August 11, 1975, and recorded in Deed Book 19, Page 297, in the Office of Clerk of Superior Court of Oconee County, Georgia. 345. That certain tract or parcel of land known as the "Arnoldsville Substation" containing 0.858 acres, more or less, in the 1303rd G.M.D. of Oglethorpe County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by W. L. Bishop, Surveyor, dated October 16, 1963, recorded in Plat Book 4, Page 258, in the Office of Clerk of Superior Court of Oglethorpe County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 241, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 251, in the Office of Clerk of Superior Court of Oglethorpe County, Georgia. 346. That certain tract or parcel of land known as the "Beaver Dam Substation" containing 4.56 acres, more or less, in the 226th G.M.D. of Oglethorpe County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 1, 1991, recorded in Plat Book 12, Page 331, Oglethorpe County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from James R. Bramlett and Thelma A. Bramlett dated August 19, 1991 and recorded in Deed Book 8-G, Page 326-327, in the Office of the Clerk of Superior Court of Oglethorpe County, Georgia. 347. That certain tract or parcel of land known as the "Lexington Substation" containing 6.42 acres, more or less, in the 236th G.M.D. of Oglethorpe County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 8, Page 151, Oglethorpe County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia-Pacific Corporation dated May 7, 1982, and recorded in Deed Book 5-P, Page 335, in the Office of Clerk of Superior Court of Oglethorpe County, Georgia. 348. That certain tract or parcel of land known as the "Vesta Substation" containing 1.0126 acres, more or less, in the 233rd G.M.D. of Oglethorpe County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 257, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 267, in the Office of Clerk of Superior Court of Oglethorpe County, Georgia. 349. That certain tract or parcel of land known as the "Battlefield Substation" containing 3.893 acres, more or less, in Land Lots 1198 and 1199 of the 3rd District of Paulding County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 17, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Mrs. Wilma Boyd, dated November 17, 1987, and recorded in Deed Book 124, Page 002, in the Office of Clerk of Superior Court of Paulding County, Georgia. 350. That certain tract or parcel of land known as the "Beulah Substation" containing .99 acres, more or less, in original Land Lot 690 of the 19th District and 3rd Section of Paulding County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 7-S, Page 131, in the Office of Clerk of Superior Court of Paulding County, Georgia. 351. That certain tract or parcel of land known as the "Dallas Substation" containing 4.0658 acres, more or less, in Land Lot 486 of the 2nd District of Paulding County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from GreyStone Power Corporation, dated August 28, 1990, and recorded in Deed Book 216, Page 499, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 216, Page 502, in the Office of Clerk of Superior Court of Paulding County, Georgia. 65 352. That certain tract or parcel of land known as the "Huntsville Substation" containing 1.66 acres, more or less, in parts of original Land Lots 712 and 713 of the 3rd District and 3rd Section of Paulding County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 7-S, Page 131, in the Office of Clerk of Superior Court of Paulding County, Georgia. 353. That certain tract or parcel of land known as the "Mill Creek Substation" containing 6.443 acres, more or less, in Land Lots 890 and 891 of the 19th District, 2nd Section of Paulding County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 20, 1978, recorded in Plat Book 9, Page 13, in the Office of Clerk of Superior Court of Paulding County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by J. C. Hardy, Jr., dated November 15, 1978, and recorded in Deed Book 8-U, Page 817, Office of Clerk of Superior Court of Paulding County, Georgia. 354. That certain tract or parcel of land known as the "Fort Valley Substation" containing 4.38 acres, more or less, in Land Lot 183 of the 9th District of Peach County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Flint Electric Membership Corporation, dated September 20, 1990, and recorded in Deed Book 119, Page 662, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 119, Page 665, in the Office of Clerk of Superior Court of Peach County, Georgia. 355. That certain tract or parcel of land known as the "West Byron Substation" containing 2.81 acres, more or less, in Land Lot 149 of the 6th District of Peach County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 13, Page 65, Peach County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ethel Bell Barnes, et al., dated February 9, 1984, and recorded in Deed Book 70, Pages 470-472, in the Office of Clerk of Superior Court of Peach County, Georgia. 356. That certain tract or parcel of land known as the "Big Canoe Substation" containing 3.28 acres, more or less, in Land Lot 63 of the 4th District of the 2nd Section of Pickens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book K, Page 113, Pickens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Three Pines, Inc., a Delaware Corporation, dated June 9, 1981, and recorded in Deed Book 75, Pages 662-663, in the Office of Clerk of Superior Court of Pickens County, Georgia. 357. That certain tract or parcel of land known as the "Pickens County PSH" containing 1,465 acres, more or less, in Land Lots 32, 39, 40, 41, 75, 113, 140, 13th District, 2nd Section of Pickens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Donal Dorsey and John L. Humphrey, dated July 15, 1988, and recorded in Deed Book 139, Page 638, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from John M. Cunningham and Alisa Lynn Cunningham, dated September 25, 1987, and recorded in Deed Book 131, Page 337, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from Norma Ann Hahn, dated December 17, 1987, and recorded in Deed Book 133, Page 777, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from Ben C. Langley and Nan E. Langley, dated September 22, 1987, and recorded in Deed Book 131, Page 33, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from Michael P. Echols, dated September 22, 1987, and recorded in Deed Book 131, Page 335, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from Terry C. Moss, dated September 30, 1987, and recorded in Deed Book 132, Page 33, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from Frances S. Littleton, dated October 2, 1987, and recorded in Deed Book 132, Page 35, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from McRae Interests, Inc., dated October 13, 1987, and recorded in Deed Book 132, Page 486, in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed from Weldon Thacker and Hansel 66 L. Thacker, dated June 28, 1988, and recorded in Deed Book 139, Page 188, in the Office of the Clerk of the Superior Court of Pickens County, Georgia. 358. That certain tract or parcel of land known as the "Tate Substation" containing 0.2356 acres, more or less, in Land Lot 116 of the 4th District of Pickens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 170, Page 252, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 170, Page 263, in the Office of Clerk of Superior Court of Pickens County, Georgia. 359. That certain tract or parcel of land known as the "Patterson Substation" containing 2.35 acres, more or less, in Land Lot 224 of the 4th District of Pierce County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 12, Page 200, Pierce County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Satilla Rural Electric Membership Corporation, dated May 11, 1989, and recorded in Deed Book 217, Page 58, in the Office of Clerk of Superior Court of Pierce County, Georgia. 360. That certain tract or parcel of land known as the "Waltertown Substation" containing 3.012 acres, more or less, in Land Lot 116 of the 5th District of Pierce County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 10, Page 23, Pierce County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Lena Smith Davis, dated September 18, 1980, and recorded in Deed Book 174, Page 625, in the Office of Clerk of Superior Court of Pierce County, Georgia. 361. That certain tract or parcel of land known as the "Upper Pike Substation" containing 4.76 acres, more or less, in Land Lots 121 and 136 of the 2nd District of Pike County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 8, Page 223, Pike County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Fred F. Filsoff, dated February 24, 1989, recorded in Deed Book 116, Page 44-45, in the Office of Clerk of Superior Court of Pike County, Georgia, a Warranty Deed from Arthur L. Walters and Gisela K. Walters, dated August 23, 1989, recorded in Deed Book 119, Page 307, in the Office of Clerk of Superior Court of Pike County, Georgia, and a Warranty Deed from Dr. Bill Bell, dated July 25, 1989, and recorded in Deed Book 118, Page 432, in the Office of Clerk of Superior Court of Pike County, Georgia. 362. That certain tract or parcel of land known as the "Young Station Substation" containing 0.364 acres, more or less, in Land Lot 898 of the 2nd District of Polk County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 13, 1987, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Georgia Power Company, dated March 29, 1988, and recorded in Deed Book 396, Page 652, in the Office of Clerk of Superior Court of Polk County, Georgia, and by Corrective Warranty Deed from Georgia Power Company dated April 13, 1988, and recorded in Deed Book 397, Page 751, in the Office of Clerk of Superior Court of Polk County, Georgia. 363. That certain tract or parcel of land known as the "Hawkinsville Substation" containing 0.98 acres, more or less, in Land Lot 221 of the 4th District of Pulaski County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 128, Page 395, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 128, Page 405, in the Office of Clerk of Superior Court of Pulaski County, Georgia. 364. That certain tract or parcel of land known as the "Pulaski Substation" containing 0.48 acres, more or less, in Land Lot 369 of the 21st District of Pulaski County, Georgia, being more particularly shown and delineated on 67 Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December 9, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Non-exclusive Easement from State of Georgia acting by and through the State Properties Commission, dated March 23, 1992, and recorded in Deed Book 134, Page 123, in the Office of the Clerk of Superior Court of Pulaski County, Georgia. 365. That certain tract or parcel of land known as the "Lick Creek Substation" containing 2.00 acres, more or less, in Land Lots 278, 279, 284 and 285 of the 308th G.M.D. of Putnam County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 10, Page 163, Putnam County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from J. F. Reese, dated September 24, 1981, and recorded in Deed Book 5N, Pages 17-18, in the Office of Clerk of Superior Court in Putnam County, Georgia. 366. That certain tract or parcel of land known as the "Willard Substation" containing 4.81 acres, more or less, in the 390th G.M.D. of Putnam County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated May 11, 1992, recorded in Plat Book 20, Page 76, Putnam County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from James Harper and Barbara M. Harper, dated December 15, 1992, and recorded in Deed Book 76, Pages 219-220, in the office of the Clerk of Superior Court of Putnam County, Georgia, and by Warranty Deed from Tracey Harper, dated December 15, 1992, and recorded in Deed Book 76, Pages 215-216, in the office of the Clerk of Superior Court of Putnam County, Georgia. 367. That certain tract or parcel of land known as the "Cool Branch Substation" containing 2.85 acres, more or less, in Land Lot 280 of the 8th District of Quitman County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 5, 1991, recorded in Plat Book 1, Page 190, Quitman County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Eugene O. Gary, dated July 29, 1991, and recorded in Deed Book 65, Page 768, in the Office of the Clerk of Superior Court of Quitman County, Georgia. 368. That certain tract or parcel of land known as the "Cuthbert Substation" containing 5.70 acres, more or less, in Land Lot 1 of the 6th District of Randolph County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book KK-2, Pages 3-7, in the Office of Clerk of Superior Court of Randolph County, Georgia. 369. That certain tract or parcel of land known as the "Boykin Road Substation f/k/a Windsor Springs Substation" containing 11.15 acres, more or less, in the 86th G.M.D. of Richmond County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 27, 1985, and last revised November, 1985, recorded in Reel 204, Pages 329-330, in the Office of Clerk of Superior Court of Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by three Warranty Deeds, the first from Elroco, Inc., dated May 9, 1985, and recorded in Reel 204, Pages 331-332, in the office of Clerk of Superior Court of Richmond County, Georgia, the second from Dennis Carlton Davis and Katherine Davis Pound, dated February 27, 1986 and recorded in Reel 222, Pages 1198-1200, in the Office of Clerk of Superior Court of Richmond County, Georgia, and the third from Robert L. Arrington, dated January 10, 1986, and recorded in Reel 224, Pages 424-427, in the Office of Clerk of Superior Court of Richmond County, Georgia; SUBJECT TO: Easement for Right-of-Way in favor of Richmond County Works dated April 17, 1989 and recorded in Reel 313, Pages 669-672 in the Office of Clerk of Superior Court of Richmond County, Georgia. 370. That certain tract or parcel of land known as the "Clark Road Substation" containing 3.44 acres, more or less, in the 124th G.M.D. of Richmond County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 29, 1988, recorded 68 in Plat Book 295, Page 1176, in the Office of Clerk of Superior Court of Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Union Camp Corporation, dated September 2, 1988, and recorded in Reel 295, Page 1173, in the Office of Clerk of Superior Court of Richmond County, Georgia. 371. That certain tract or parcel of land known as the "Goshen Substation" containing in the aggregate 17.825 acres, more or less, in the 124th G.M.D. of Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 50, Page 2157, in the Office of Clerk of Superior Court of Richmond County, Georgia. 372. That certain tract or parcel of land known as the "Rosier Road Substation" containing 8.947 acres, more or less, in the 123rd G.M.D. of Richmond County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 19, 1985, recorded in Plat Reel 209, Pages 1769-1770, Richmond County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from George Taylor and Dorothy M. Evans, dated August 22, 1985, and recorded in Reel 209, Pages 1767-1770, in the Office of Clerk of Superior Court of Richmond County, Georgia. 373. That certain tract or parcel of land known as the "Tobacco Road Substation" containing 1.62 acres, more or less, in the 123rd G.M.D. of Richmond County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by John M. Harris, Georgia Registered Land Surveyor No. 1769, dated July 26, 1977, recorded in Realty Book Reel 81, Pages 539-540, in the Office of Clerk of Superior Court of Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from C. G. Garmon and Evelyn P. Garmon, dated August 24, 1977, and recorded in Realty Book Reel 81, Pages 540-541, in the Office of Clerk of Superior Court of Richmond County, Georgia. 374. That certain tract or parcel of land known as the "Tobacco Road Substation" containing 18.415 acres, more or less, in the 86th G.M.D. of Richmond County, Georgia, being more particularly shown and delineated on Plat of Survey made by Franklin A. Toole, Georgia Registered Land Surveyor No. 1420, dated July 10, 1987, recorded in Reel 272, Page 647, in the Office of Clerk of Superior Court of Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from T. E. Norris, dated September 25, 1987, and recorded in Reel 272, Page 649, in the Office of Clerk of Superior Court of Richmond County, Georgia, and by Warranty Deed from Spectra Development, Inc., dated October 22, 1987, and recorded in Reel 235, Page 1203, in the Office of Clerk of Superior Court of Richmond County, Georgia. 375. That certain tract or parcel of land known as the "Foxwood Substation" containing 5.8183 acres, more or less, in Land Lot 206 of the 10th District of Rockdale County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 614, Page 268, by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 614, Page 278, and as corrected by Quitclaim Deed from Lindbergh Jones dated March 13, 1990 and recorded in Deed Book 630, Page 178, in the Office of Clerk of Superior Court of Rockdale County, Georgia. 376. That certain tract or parcel of land known as the "Honeycreek Substation" f/k/a the "Conyers Substation" containing 10.82 acres, more or less, in Land Lot 206 of the 16th District of Rockdale County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by W. Dennis Boutwell, Surveyor, Georgia Registration No. 1873, dated July 26, 1976, recorded in Plat Book K, Page 77, in the Office of Clerk of Superior Court of Rockdale County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Billy L. Ivey, dated September 30, 1976, and recorded in Deed Book 163, Page 881, in the Office of Clerk of Superior Court of Rockdale County, Georgia, as corrected by that certain Corrective Deed dated January 7, 1977, and recorded in Deed Book 166, Page 365, of aforesaid records. 69 377. That certain tract or parcel of land known as the "Oglethorpe Power Warehouse" containing 9.238 acres, more or less, in Land Lot 232 of the 10th District of Rockdale County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Allied Properties, Inc., dated June 19, 1980, and recorded in Deed Book 209, Page 874, in the Office of Clerk of Superior Court of Rockdale County, Georgia; LESS AND EXCEPT: .37 acres of land conveyed by Oglethorpe Power Corporation to Raymond J. Pitts, Inc., by Warranty Deed dated September 25, 1990, and recorded in Deed Book 595, Page 299, Rockdale County Records, by Quitclaim Deed from Oglethorpe Power Corporation to Raymond J. Pitts, Inc., dated September 25, 1990 and recorded in Deed Book 595, Page 288, Rockdale County Records and by General Warranty Deed from Cecil F. Key to Oglethorpe Power Corporation dated September 25, 1990, and recorded in Deed Book 595, Page 291, Rockdale County Records; SUBJECT TO: Right-of-Way Easement from Oglethorpe Power Corporation to Snapping Shoals Electric Membership Corporation dated May 9, 1990, and recorded in Deed Book 615, Page 326, in the Office of Clerk of Superior Court of Rockdale County, Georgia; AND Right-of-Way Easement from Oglethorpe Power Corporation to Snapping Shoals Electric Membership Corporation dated May 9, 1990, and recorded in Deed Book 564, Page 185, in the Office of Clerk of Superior Court of Rockdale County, Georgia. 378. That certain tract or parcel of land known as the "Rockdale Substation" containing 5.94 acres, more or less, in Land Lot 325 of the 4th District of Rockdale County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 29, 1979, recorded in Plat Book N, Page 39, in the Office of Clerk of Superior Court of Rockdale County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by a Warranty Deed from Elizabeth Corley Dorman, Charlotte Corley McDowell and Jeannette Corley Farmer, dated November 19, 1979, and recorded in Deed Book 203, Page 956, in the Office of Clerk of Superior Court of Rockdale County, Georgia. 379. That certain tract or parcel of land known as the "Dover Substation" containing 0.3440 acres, more or less, in the 35th G.M.D. of Screven County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Georgia Power Company, dated May, 1963, recorded in Plat Book 10, Page 108, in the Office of Clerk of Superior Court of Screven County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company dated December 19, 1990, and recorded in Deed Book 209, Page 429, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 209, Page 439, in the Office of Clerk of Superior Court of Screven County, Georgia; AND that certain tract or parcel of land known as the "Dover Substation" containing 0.24 acres, more or less, in the 35th G.M.D. of Screven County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 7, 1990, recorded in Plat Book 26, Page 36, in the Office of Clerk of Superior Court of Screven County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Henry G. Weeks and Mrs. Lennie R. Weeks, dated May 2, 1990, and recorded in Deed Book 206, Page 39, in the Office of Clerk of Superior Court of Screven County, Georgia. 380. That certain tract or parcel of land known as the "Hiltonia Substation" containing 2.4591 acres, more or less, in the 1286th G.M.D. of Screven County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 209, Page 446, in the Office of Clerk of Superior Court of Screven County, Georgia. 381. That certain tract or parcel of land known as the "Middleground Substation" containing 5.89 acres, more or less, in 36th G.M.D. of Screven County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 14, 1990, recorded in Plat Book 26, Page 36, in the Office of the Clerk of the Superior Court of Screven County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Carl W. Smith, dated May 2, 1990, and recorded in Deed Book 206, Folio 43, in the Office of the Clerk of the Superior Court of Screven County, Georgia. 70 382. That certain tract or parcel of land known as the "Sylvania Substation" containing 0.229 acres, more or less, in the 34th G.M.D. of Screven County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 26, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Planters Electric Membership Corporation, dated June 7, 1988, and recorded in Deed Book 196, Page 527, in the Office of Clerk of Superior Court of Screven County, Georgia. 383. That certain tract or parcel of land known as the "Reynoldsville Substation" containing 0.84 acres, more or less, in Land Lot 12 of the 21st District of Seminole County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 26, 1979, recorded in Plat Book 6, Page 143, of the Office of Clerk of Superior Court of Seminole County, Georgia, and being that certain tract conveyed by Warranty Deed from Three Notch Electric Membership Corporation, dated February 7, 1979, and recorded in Deed Book 84, Page 690, in the Office of Clerk of Superior Court of Seminole County, Georgia. 384. That certain tract or parcel of land known as the "West Donaldsonville Substation" containing 3.372 acres, more or less, in Land Lot 149 of the 14th District of Seminole County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 3, 1989, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by corrective Warranty Deed from Julius Bertram Thomas, Jr., and Carolyn P. Thomas, Jr., dated December 28, 1989, and recorded in Deed Book 124, Page 93-94, in the Office of Clerk of Superior Court of Seminole County, Georgia. 385. That certain tract or parcel of land known as the "Double Cabins Substation" containing 6.050 acres, more or less, in Land Lot 82 of the 490th G.M.D. of Spalding County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated July 25, 1977, recorded in Plat Book 12, Page 5, of the Office of Clerk of Superior Court of Spalding County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Hopkins K. Manley and Thelma J. Manley, dated November 7, 1977, and recorded in Deed Book 510, Folio 126, in the Office of Clerk of Superior Court of Spalding County, Georgia. 386. That certain tract or parcel of land known as the "Steele Road Substation" containing 5.12 acres, more or less, in Land Lot 38 of the 3rd District of Spalding County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 27, 1991, recorded in Plat Book 19, Page 481, Spalding County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Kathleen S. Sanders, et. al., dated September 10, 1991, and recorded in Deed Book 1060, Page 143, in the Office of the Clerk of Superior Court of Spalding County, Georgia. 387. That certain tract or parcel of land known as the "Zetella Substation" containing 1.9736 acres, more or less, in Land Lot 35 of the 1st District of Spalding County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Central Georgia Electric Membership Corporation, dated September 26, 1990, and recorded in Deed Book 1020, Page 139, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 1020, Page 142, in the Office of Clerk of Superior Court of Spalding County, Georgia. 388. That certain tract or parcel of land known as the "Ayersville Substation" containing 5.24 acres, more or less, in the 402nd G.M.D. of Stephens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 4, 1985, recorded in Plat Book 13, Page 34, in the Office of Clerk of Superior Court of Stephens County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Milliken & Company, dated December 6, 1985, and recorded in Deed Book 188, Page 568, in the Office of Clerk of Superior Court of Stephens County, Georgia. 71 389. That certain tract or parcel of land known as the "Currahee Heights Substation" containing 0.52 acres, more or less, in the 440th G.M.D. of Stephens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated October 2, 1992, recorded in Plat Book 15, Page 562, Stephens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from James Arthur and Barbara C. Arthur, dated February 12, 1993, and recorded in Deed Book 282, Pages 117-118, in the office of the Clerk of Superior Court of Stephens County, Georgia. 390. That certain tract or parcel of land known as the "Gum Log Substation" containing 10.407 acres, more or less, in the 1647th G.M.D. of Stephens County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated February 5, 1988, recorded in Plat Book 15, Page 13, Stephens County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from H. Morris Isbell, dated March 17, 1988, and recorded in Deed Book 210, Page 94, in the Office of Clerk of Superior Court of Stephens County, Georgia. 391. That certain tract or parcel of land known as the "Lumpkin Substation" containing 5.59 acres, more or less, in Land Lot 15 of the 23rd District of Stewart County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 18, 1984, recorded in Plat Book 1, Page 374, Stewart County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Noll A. Van Cleave, dated January 15, 1985, and recorded in Deed Book 75, Pages 344-345, in the Office of Clerk of Superior Court of Stewart County, Georgia. 392. That certain tract or parcel of land known as the "Providence Canyon Substation" containing 2.0 acres, more or less, in Land Lot 70 of the 22nd District of Stewart County, Georgia, being more particularly shown and delineated on Plat of Survey made by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated September 12, 1975, recorded in Plat Book 1, Page 209, Stewart County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Allen Cherry Lane, dated November 7, 1975, and recorded in Deed Book 57, Page 538, in the Office of Clerk of Superior Court of Stewart County, Georgia. 393. That certain tract or parcel of land known as the "New Era Substation" containing 1.433 acres, more or less, in Land Lot 77 of the 27th District of Sumter County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 144, Page 327-A, in the Office of Clerk of Superior Court of Sumter County, Georgia. 394. That certain tract or parcel of land known as the "North Americus Substation" containing 10.980 acres in Land Lot 113 of the 27th District of Sumter County, Georgia, being more particularly shown and delineated on Plat of Survey made by George M. Ingram, Registered Surveyor No. 799, dated September 15, 1967, recorded in Plat Book 5, Page 159, Sumter County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 144, Page 327-A, in the Office of Clerk of Superior Court of Sumter County, Georgia. 395. That certain tract or parcel of land known as the "West Americus Substation" containing 5.05 acres, more or less, and located in Land Lot 182 of the 27th District of Sumter County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 18, 1983, recorded in Plat Book 13, Page 178, Sumter County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Kustom Kut, Inc., dated December 5, 1983, and recorded in Deed Book 207, Pages 472-473, in the Office of Clerk of Superior Court of Sumter County, Georgia. 396. That certain tract or parcel of land known as the "Bellville Substation" containing 5.343 acres, more or less, in the 1376th G.M.D. of Tattnall County, Georgia, being more particularly shown and delineated on Plat of 72 Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 9, Page 111, Tattnall County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Canoochee Electric Membership Corporation, A Georgia Corporation, dated August 21, 1989, and recorded in Deed Book 213, Page 239-240 in the Office of Clerk of Superior Court of Tattnall County, Georgia, and by Warranty Deed from Howard E. Scarbrough, dated August 16, 1989, and recorded in Deed Book 212, Pages 128-129, in the Office of Clerk of Superior Court of Tattnall County, Georgia. 397. That certain tract or parcel of land known as the "Glenville Substation" containing 1.5189 acres, more or less, in the 1700th G.M.D. of Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 230, Page 241, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 230, Page 251, in the Office of Clerk of Superior Court of Tattnall County, Georgia. 398. That certain tract or parcel of land known as the "Glenville Substation" containing 2.69 acres, more or less, in the 1700th G.M.D. of Tattnall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15, 1989, recorded in Plat Book 9, Page 205, in the Office of the Clerk of Superior Court of Tattnall County, Georgia, revised and recorded in Plat Book 10, Page 28, in the Office of the Clerk of Superior Court of Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from William S. Bacon and Althea S. Bacon as Trustees for Althea S. Bacon, and as Executors of the Last Will and Testament of William Harvey Bacon, dated February 7, 1990, and recorded in Deed Book 219, Page 324, in the Office of the Clerk of Superior Court of Tattnall County Georgia; by Warranty Deed from Larry Harvey Bacon, dated February 27, 1990, and recorded in Deed Book 219, Page 326, in the Office of the Clerk of Superior Court of Tattnall, County, Georgia; by Warranty Deed from William S. Bacon and Althea S. Bacon as Trustees for Althea S. Bacon, and as Executors of the Last Will and Testament of William Harvey Bacon, dated August 2, 1990, and recorded in Deed Book 225, Page 197, in the Office of the Clerk of Superior Court of Tattnall County, Georgia; and by Warranty Deed from Larry Harvey Bacon, dated August 2, 1990, and recorded in Deed Book 225, Page 195, in the Office of the Clerk of Superior Court of Tattnall County, Georgia. 399. That certain tract or parcel of land known as the "Ohoopee River Switching Station" containing .52 acres, more or less, in the 1645th G.M.D. of Tattnall County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 17, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Non-Exclusive Easement Agreement from the State of Georgia, dated September 5, 1989, and recorded in Deed Book 213, Page 213, in the Office of the Clerk of Superior Court of Tattnall County, Georgia. 400. That certain tract or parcel of land known as the "Reidsville Junction Substation" containing 6.4334 acres, more or less, in the 1601st G.M.D. of Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 5-M, Page 316, in the Office of Clerk of Superior Court of Tattnall County, Georgia. 401. That certain tract or parcel of land known as the "Stoney Hill Substation" containing 0.92 acres, more or less, in the 40th G.M.D. of Tattnall County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by W. L. Bishop, Georgia Registered Land Surveyor No. 549, recorded in Plat Book (Deed Book) 4-W, Page 354, of the Office of Clerk of Superior Court of Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated September 27, 1977, and recorded in Deed Book 122, Folio 209, in the Office of Clerk of Superior Court of Tattnall County, Georgia; LESS AND EXCEPT: that property conveyed by Right-of-Way Deed, dated December 13, 1982, from Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to Tattnall County, recorded in Deed Book 153, Pages 672-675, Tattnall County records. 73 402. That certain tract or parcel of land known as the "Reynolds Substation" containing 1.666 acres, more or less, in Land Lot 257 of the 1st District of Taylor County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated January 15, 1976, recorded at Plat Book 5, Page 266, Office of Clerk of Superior Court of Taylor County, Georgia, and being those certain tracts conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds from E. B. Cook, dated March 19, 1976, and recorded in Deed Book 36, Page 55, in the Office of Clerk of Superior Court of Taylor County, Georgia, and from R. L. Swearingen, Jr., dated March 5, 1976, and recorded in Deed Book 35, Page 617, in the Office of Clerk of Superior Court of Taylor County, Georgia. 403. That certain tract or parcel of land known as the "Jacksonville Substation" containing 0.5201 acres, more or less, in Land Lot 180 of the 9th District of Telfair County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 8-J, Page 345, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 8-J, Page 355, in the Office of Clerk of Superior Court of Telfair County, Georgia. 404. That certain tract or parcel of land known as the "Lumber City Substation" containing .79 acres, more or less, in Land Lot 322 of the 7th District of Telfair County, Georgia, being more particularly shown and delineated on Plat of Survey made by Grady Boney, Telfair County Land Surveyor, dated April 24, 1986, recorded in Plat Book 5, Page 693, in the Office of Clerk of Superior Court of Telfair County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Little Ocmulgee EMC, dated November 18, 1987, and recorded in Deed Book 7W, Pages 251-252, in the Office of Clerk of Superior Court of Telfair County, Georgia. 405. That certain tract or parcel of land known as the "Lumber City Substation" containing 0.2307 acres, more or less, in Land Lot 322 of the 7th District of Telfair County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 8-J, Page 328, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book-J, Page 338, in the Office of Clerk of Superior Court of Telfair County, Georgia. 406. That certain tract or parcel of land known as the "McRae Substation" containing 0.44 acres, more or less, in Land Lot 142 of the 10th District of Telfair County, Georgia, being more particularly shown and delineated on Plat of Survey made by Grady Boney, Telfair County Land Surveyor, dated December 17, 1986, recorded in Plat Book 7, Page 72, in the Office of Clerk of Superior Court of Telfair County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Little Ocmulgee EMC, dated November 18, 1987, and recorded in Deed Book 7W, Page 253, in the Office of Clerk of Superior Court of Telfair County, Georgia. 407. That certain tract or parcel of land known as the "Parrott Substation" containing 2.23 acres, more or less, in Land Lots 133 and 134 of the 11th District of Terrell County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated October 23, 1975, recorded at Plat Book 4, Page 147, Terrell County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from John R. Young, dated December 12, 1975, and recorded in Deed Book 1-U, Page 326, in the Office of Clerk of Superior Court of Terrell County, Georgia. 408. That certain tract or parcel of land known as the "Boston South Substation" containing 4.15 acres, more or less, in Land Lot 81 of the 14th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 8, 1985, recorded in Plat Book 1, Page 30-E, Thomas County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from DebReNel, a general partnership consisting of Deborah Davis Dugger, Renny R. Davis, Jr., and Neel D. Davis, dated May 22, 1985, and recorded in Deed Book 191, Pages 330-331, in the Office of Clerk of Superior Court of Thomas County, Georgia. 74 409. That certain tract or parcel of land known as the "Boston Substation" containing 0.9864 acres, more or less, in Land Lot 271 of the 13th District of Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Grady County Electric Membership Corporation, dated September 5, 1990, and recorded in Deed Book 297, Page 278, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 297, Page 281, in the Office of Clerk of Superior Court of Thomas County, Georgia. 410. That certain tract or parcel of land known as the "Boston Substation" containing 8.64 acres, more or less, in Land Lot 236 of the 13th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated May 26, 1992, last revised June 5, 1992, recorded in Plat Book 2, Page 10-E, in the Office of Clerk of Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Delouise E. Hurst, Sr., dated June 24, 1992, and recorded in Deed Book 352, Page 248, in the Office of Clerk of Superior Court of Thomas County, Georgia. 411. That certain tract or parcel of land known as the "Coolidge Substation" containing .52 acres, more or less, in the Land Lot 205, 13th Land District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated July 17, 1992, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Easement Agreement from Georgia Power Company, dated October 12, 1992, and recorded in Deed Book 370, Pages 392-397, in the office of the Clerk of Superior Court of Thomas County, Georgia. 412. That certain tract or parcel of land known as the "Dixie Highway Platform Mounted Substation" containing .36 acres, more or less, in Land Lot 74 of the 17th District of Thomas County, Georgia, being more particularly shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 5, 1991, recorded in Plat Book 1, Page 185-C, Thomas County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Griffin Farms, Inc., dated June 25, 1991, and recorded in Deed Book 315, Page 303, in the Office of the Clerk of Superior Court of Thomas County, Georgia. 413. That certain tract or parcel of land known as the "Hall Road Substation" containing 6.43 acres, more or less, in Land Lots 81 and 82 of the 13th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 5, 1988, recorded in Plat Book 1, Page 104A, in the Office of Clerk of Superior Court of Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from J. M. Golden, Jr., dated April 13, 1988, and recorded in Deed Book 235, Page 470, in the Office of Clerk of Superior Court of Thomas County, Georgia. 414. That certain tract or parcel of land known as the "Merrillville Substation" containing 2.331 acres, more or less, in Land Lot 155 of the 13th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Frank E. Carlton, Georgia Registered Land Surveyor No. 4544, dated August 21, 1986, recorded in Plat Book 1, Page 75B, in the Office of Clerk of Superior Court of Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Joyce S. Sherod, dated December 23, 1986, and recorded in Deed Book 215, Page 782, in the Office of Clerk of Superior Court of Thomas County, Georgia, and by Warranty Deed from Grady County EMC, dated May 7, 1987, and recorded in Deed Book 220, Page 817, in the Office of Clerk of Superior Court of Thomas County, Georgia. 415. That certain tract or parcel of land known as the "Merrillville Substation" containing 2.3378 acres, more or less, in Land Lot 155 of the 13th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Sam H. Thompson, Surveyor, Georgia Registration No. 1961, dated April 6, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed from Georgia Power Corporation, dated December 75 19, 1990, and recorded in Deed Book 297, Pages 288-293, in the Office of Clerk of Superior Court of Thomas County, Georgia. 416. That certain tract or parcel of land known as the "Pavo Substation" containing 4.651 acres, more or less, in Land Lot 352 of the 13th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, Project No. 8114, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Paul J. Sherrod, dated May 14, 1980, and recorded in Deed Book 137, Pages 190-91, in the Office of Clerk of Superior Court of Thomas County, Georgia. 417. That certain tract or parcel of land known as the "Pummy Road Substation" containing 2.4992 acres, more or less, in Land Lot 160 of the 17th District of Thomas County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Lamar B. Leach, Surveyor, Georgia Registration No. 1507, dated March 1, 1974, recorded in Plat Book 2, Page 22, in the Office of Clerk of Superior Court of Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 297, Page 261, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 297, Page 271, in the Office of Clerk of Superior Court of Thomas County, Georgia. 418. That certain tract or parcel of land known as the "Brookfield Switching Substation" containing 1.60 acres, more or less, in Land Lot 364 of the 6th District of Tift County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated October 28, 1992, recorded in Plat Book 24, Page 101, Tift County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from George Perry McCranie, Jr., dated March 11, 1993, and recorded in Deed Book 471, Page 84, in the office of the Clerk of Superior Court of Tift County, Georgia. 76 419. That certain tract or parcel of land known as the "Tifton Substation" containing 1.47 acres, more or less, in Land Lot 292 of the 6th District of Tift County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 159, Page 711, in the Office of Clerk of Superior Court of Tift County, Georgia. 420. That certain tract or parcel of land known as the "Walkerville Substation" containing 1.836 acres, more or less, in Land Lot 311 of the 6th District of Tift County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 159, Page 711, in the Office of Clerk of Superior Court of Tift County, Georgia. 421. That certain tract or parcel of land known as the "Walkerville Substation" containing 2.91 acres, more or less, in Land Lots 311 and 334 of the 6th District of Tift County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 13, 1984, recorded in Plat Book 16, Page 47, Tift County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from W. R. Bragg, Jr., Charles H. Wideman, Jr., Diane R. Wideman, Tommy Joe Wideman and Charles H. Wideman, dated November 13, 1984, and recorded in Deed Book 225, Pages 318-320, in the Office of Clerk of Superior Court of Tift County, Georgia. 422. That certain tract or parcel of land known as the "Waterloo Substation" containing 0.91 acres, more or less, in Land Lot 78 of the 6th District of Tift County, Georgia, per plat recorded in Plat Book 13, Page 111, in the Office of Clerk of Superior Court of Tift County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by a Warranty Deed from Avis L. Goodman, dated April 25, 1980, and recorded in Deed Book 191, Page 769, in the Office of Clerk of Superior Court of Tift County, Georgia. 423. A 30% undivided interest in that certain tract or parcel of land containing 906.65 acres, more or less, in the 43rd G.M.D. of Toombs County, Georgia, being more particularly shown and delineated as Tract 4 on Plat of Survey prepared by C. H. Wright and certified by C. H. Wright, Registered Land Surveyor No. 1333, designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT, Property Map of Site Edwin I. Hatch-Nuclear Plant, Appling and Toombs Counties, Georgia, for Oglethorpe Electric Membership Corporation and Georgia Power Company, dated December 9, 1974," said plat being recorded in Plat Book 11, Page 84, in the Office of Clerk of Superior Court of Toombs County, Georgia; and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by General Warranty Deed and Bill of Sale from Georgia Power Company, recorded in Deed Book 134, Page 758, in the Office of Clerk of Superior Court of Toombs County, Georgia. 424. That certain tract or parcel of land known as the "Loop Road Substation" containing 6.03 acres, more or less, in the 51st G.M.D. of Toombs County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 9, 1986, recorded in Plat Book 20, Page 81, in the Office of Clerk of Superior Court of Toombs County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Margaret Deane Somers, dated August 21, 1986, and recorded in Deed Book 218, Page 237, in the Office of Clerk of Superior Court of Toombs County, Georgia. 425. That certain tract or parcel of land known as the "Lyons Substation" containing 0.397 acres, more or less, in the 1536th G.M.D. of Toombs County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Altamaha Electric Membership Corporation, dated August 21, 1990, and recorded in Deed Book 303, Page 11, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 303, Page 15, in the Office of Clerk of Superior Court of Toombs County, Georgia. 426. That certain tract or parcel of land known as the "Stanley Substation" containing 4.088 acres, more or less, in the 43rd G.M.D. of Toombs County, Georgia, being more particularly shown and delineated on Plat of Survey made by Carey E. Treadwell, Registered Land Surveyor, dated August 17, 1973, recorded in Plat Book 11, Page 2, Toombs County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation 77 by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 137, Page 376, in the Office of Clerk of Superior Court of Toombs County, Georgia. 427. That certain tract or parcel of land known as the "Phillips Substation" containing 2.984 acres, more or less, in the 1763rd G.M.D. of Treutlen County, Georgia, and being more particularly shown and delineated on Plat of Survey prepared by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated January 2, 1976, recorded in Plat Book 4, Page 210, Office of Clerk of Superior Court of Treutlen County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Mrs. Kate Gillis Thompson, dated February 12, 1976, and recorded in Deed Book 47, Page 180, in the Office of Clerk of Superior Court of Treutlen County, Georgia. 428. That certain tract or parcel of land known as the "Soperton Substation" containing 0.2123 acres, more or less, in the 1687th G.M.D. of Treutlen County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Substation Easement from Altamaha Electric Membership Corporation, dated September 18, 1990, and recorded in Deed Book 68, Page 583, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 68, Page 586, in the Office of Clerk of Superior Court of Treutlen County, Georgia. 429. That certain tract or parcel of land known as the "East LaGrange Substation" containing 1.012 acres, more or less, in Land Lot 100 of the 6th District of Troup County, Georgia, being more particularly shown and delineated on Plat of Survey made by J. Hugh Camp and Associates, Registered Land Surveyors, dated July 17, 1975, recorded in Plat Book 16, Page 66, Troup County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Troup County Electric Membership Corporation, dated October 31, 1975, and recorded in Deed Book 314, Page 577, in the Office of Clerk of Superior Court of Troup County, Georgia. 430. That certain tract or parcel of land known as the "Glassbridge Substation" containing 1.71 acres, more or less, in Land Lot 153 of the 5th District of Troup County, Georgia, being more particularly shown and delineated on Plat of Survey recorded in Plat Book 15, Page 25, Troup County Records, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Troup County Electric Membership Corporation, dated October 31, 1975, and recorded in Deed Book 314, Page 575, in the Office of Clerk of Superior Court of Troup County, Georgia. 431. That certain tract or parcel of land known as the "North LaGrange Substation" containing 7.48 acres, more or less, in Land Lot 8 of the 6th District of Troup County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 28, 1988, last revised February 11, 1988, recorded in Plat Book 30, Page 137, in the Office of Clerk of Superior Court of Troup County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Nancy Green Tommie, dated February, 1988, and recorded in Deed Book 507, Page 304, in the Office of Clerk of Superior Court of Troup County, Georgia, and by Warranty Deed from Mable Green Farrell, dated February 18, 1988, and recorded in Deed Book 507, Page 305, in the Office of Clerk of Superior Court of Troup County, Georgia. 432. That certain tract or parcel of land known as the "Tatum Substation" containing 4.19 acres, more or less, in Land Lot 88 of the 5th District of Troup County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated September 8, 1986, last revised October 17, 1986, recorded in Plat Book 28, Page 70, in the Office of Clerk of Superior Court of Troup County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Arnold W. Pike, dated November 5, 1986, and recorded in Deed Book 476, Page 770, in the Office of Clerk of Superior Court of Troup County, Georgia. 433. That certain tract or parcel of land known as the "Webb Road Substation" containing 4.65 acres, more or less, in Land Lots 123 and 163, 5th District of Troup County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 32, Page 214, in the Office of the Clerk of Superior Court of Troup County, Georgia, and being that 78 certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Chattahoochee Valley Educational Foundation dated October 25, 1989, and recorded in Deed Book 545, Page 436, in the Office of the Clerk of the Superior Court of Troup County, Georgia. 434. That certain tract or parcel of land known as the "Amboy Substation" containing 1.1982 acres, more or less, in Land Lot 193 of the 2nd District of Turner County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 121, Page 635, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 121, Page 645, in the Office of Clerk of Superior Court of Turner County, Georgia. 435. That certain tract or parcel of land known as the "Asbury Substation" containing 3.214 acres, more or less, in Land Lot 94 of the 356th G.M.D. of Twiggs County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated September 22, 1977, recorded in Plat Book 5, Page 97, in the Office of Clerk of Superior Court of Twiggs County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Hoyt E. Cannon, dated November 30, 1977, and recorded in Deed Book FF, Page 552, in the Office of Clerk of Superior Court of Twiggs County, Georgia. 436. That certain tract or parcel of land known as the "Danville Substation" containing 3.04 acres, more or less, in Land Lot 74 of the 23rd District of Twiggs County, Georgia, and being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 10, 1983, recorded in Plat Book 7, Page 131, Twiggs County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Estate of Joe Dupree, Isiah Dupree, Mary Dupree Coley, Estate of Louise Dupree Mims, Edna Dupree Jefferson, Charity L. Dupree, Howard Dupree, Woodrow W. Dupree and Lucious Dupree, dated October 9, 1984, and recorded in Deed Book 3A, Pages 739-742, in the Office of Clerk of Superior Court of Twiggs County, Georgia. 437. That certain tract or parcel of land known as the "Nord Kaolin Substation" containing 3.494 acres, more or less, in Land Lot 30 of the 26th District of Twiggs County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 11, 1989, revised October, 1989, recorded in Plat Book 9, Page 180, in the Office of the Clerk of the Superior Court of Twiggs County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Nord Kaolin Company, dated January 24, 1990, and recorded in Deed Book 3-Y, Page 550, in the Office of the Clerk of the Superior Court of Twiggs County, Georgia. 438. That certain tract or parcel of land known as the "Reids Substation" containing 3.16 acres, more or less, in Land Lot 147 of the 28th District of Twiggs County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book A-A, Page 513, in the Office of Clerk of Superior Court of Twiggs County, Georgia. 439. That certain tract or parcel of land known as the "Campton Substation" containing 5.084 acres, more or less, in Land Lot 128 of the 454th and 419th G.M.D. of Walton County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1958, dated July 10, 1977, recorded in Plat Book 22, Page 72, of the Office of Clerk of Superior Court of Walton County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by condemnation proceedings, Civil Action No. 11180, dated August 24, 1978, and recorded in Minute Book 33, Pages 616-635, in the Office of Clerk of Superior Court of Walton County, Georgia. 440. That certain tract or parcel of land known as the "East Social Circle Substation" containing 9.642 acres, more or less, in the 418th G.M.D. and in Land Lot 38 of the 1st District of Walton County, Georgia, being more particularly shown and delineated on Plat of Survey made by George M. Ingram, Registered Surveyor No. 799, dated March 31, 1970, recorded in Plat Book 15, Page 44, Walton County Records, and being that certain tract 79 conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 123, Page 560, in the Office of Clerk of Superior Court of Walton County, Georgia. 441. That certain tract or parcel of land known as the "Split Silk Substation" containing .29 acres, more or less, in the 415th G.M.D. of Walton County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 17, 1988, being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated September 23, 1988, and recorded in Deed Book 278, Pages 255-256, in the Office of Clerk of Superior Court of Walton County, Georgia. 442. That certain tract or parcel of land known as the "Manor Substation" containing 12.57 acres, more or less, in Land Lot 365 of the 8th District of Ware County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 27, 1990, recorded in Plat Book A, Page 1921, in the Office of the Clerk of the Superior Court of Ware County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from The Estate of William J. Hodges, the Estate of Willie M. Hodges, and Audrey C. Hodges, Individually, dated June 28, 1990, and recorded in Deed Book 23A, Page 149, in the Office of the Clerk of the Superior Court of Ware County, Georgia. 443. That certain tract or parcel of land known as the "Cedar Rock Substation" containing 3.945 acres, more or less, in the 155th G.M.D. of Warren County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 19, 1986, last revised June 9, 1987, recorded in Plat Book 10, Page 38, in the Office of Clerk of Superior Court of Warren County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Louise R. Garrison, dated August 5, 1987, and recorded in Deed Book 4E, Page 5, in the Office of Clerk of Superior Court of Warren County, Georgia, and by Warranty Deed from Martin Marietta Corporation, dated September 9, 1987, and recorded in Deed Book 5E, Page 7, in the Office of Clerk of Superior Court of Warren County, Georgia. 444. That certain tract or parcel of land known as the "Jewell Substation" containing 1.3746 acres, more or less, in the 154th G.M.D. of Warren County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 5-M, Page 230, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 5-M, Page 240, in the Office of Clerk of Superior Court of Warren County, Georgia. 445. That certain tract or parcel of land known as the "Brays Substation" containing 2.93 acres, more or less, in the 89th G.M.D. of Washington County, Georgia, being more particularly shown and delineated on Plat of Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated November 17, 1992, recorded in Plat Book 1-T, Page 191, Washington County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Ray Outlaw and Grace L. Outlaw, dated January 15, 1993, and recorded in Deed Book 9-R, Page 323, in the office of the Clerk of Superior Court of Washington County, Georgia; SUBJECT TO an Easement for Ingress and Egress in favor of Carl V. Sumner, Doris J. Sumner and Joe Sumner and recorded in Deed Book 9-R, Page 635, in the office of the Clerk of Superior Court of Washington County, Georgia. 446. That certain tract or parcel of land known as the "Deepstep Substation" containing 3.35 acres, more or less, in the 99th G.M.D. of Washington County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by James E. Mallett, Jr., Georgia Registered Land Surveyor No. 1983, dated October 18, 1978, recorded in Plat Book X, Page 21, in the Office of Clerk of Superior Court of Washington County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Freeport Mineral Co. and Rhode Island Charities Trust, dated January 10, 1977, and recorded in Deed Book 6-G, Pages 595-598, in the Office of Clerk of Superior Court of Washington County, Georgia. 80 447. That certain tract or parcel of land known as the "Riddleville Substation" containing 2.58 acres, more or less, in the 1253rd G.M.D. of Washington County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 17, 1983, recorded in Plat Book I-J, Page 103, Washington County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Cynthia C. Garrett, dated August 18, 1983, and recorded in Deed Book 7-M, Page 392, in the Office of Clerk of Superior Court of Washington County, Georgia. 448. That certain tract or parcel of land known as the "Robin Springs Substation" containing 8.13 acres, more or less, in the 97th G.M.D. of Washington County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book I-G, Page 31, Washington County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Warehouse & Realty Corporation, dated July 1, 1982, and recorded in Deed Book 7-G, Pages 217-218, in the Office of Clerk of Superior Court of Washington County, Georgia, and by Warranty Deed from Mrs. T. I. Harrison and Dorothy Jean King, dated July 15, 1982, and recorded in Deed Book 7-G, Page 358, in the Office of Clerk of Superior Court of Washington County, Georgia. 449. That certain tract or parcel of land known as the "Tennille Substation" containing 0.60 acres, more or less, in the 1488th District of Washington County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6-A, Page 824, in the Office of Clerk of Superior Court of Washington County, Georgia. 450. That certain tract or parcel of land known as the "Screven Substation" containing 0.97 acres, more or less, in Land Lot 479 of the 4th District of Wayne County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 27, 1987, recorded in Plat Book 20, Page 68, in the Office of Clerk of Superior Court of Wayne County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from The Satilla Rural Electric Membership Corporation, dated November 18, 1987, and recorded in Deed Book 260, Page 231, in the Office of Clerk of Superior Court of Wayne County, Georgia. 451. That certain tract or parcel of land known as the "Screven Substation" containing 1.4347 acres, more or less, in Land Lot 479 of the 4th District of Wayne County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by David S. Page, Surveyor, dated December 17, 1961, recorded in Deed Book 97, Page 594, in the Office of Clerk of Superior Court of Wayne County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 290, Page 35, and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book 290, Page 45, in the Office of Clerk of Superior Court of Wayne County, Georgia. 452. That certain tract or parcel of land known as the "Long Branch Substation" containing 2.250 acres, more or less, in Land Lot 124 of the 18th District of Webster County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Hugh W. Mercer, Jr., Surveyor, Georgia Registration No. 1890, dated February 24, 1976, recorded in Plat Book 2, Page 43, Office of Clerk of Superior Court of Webster County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Z. J. Monkus a/k/a Zack M. Monkus, Jr., dated April 12, 1976, and recorded in Deed Book 53, Folio 209, in the Office of Clerk of Superior Court of Webster County, Georgia. 453. That certain tract or parcel of land known as the "Alamo Substation" containing 3.67 acres, more or less, in Land Lot 69 of the 11th District of Wheeler County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 12, 1989, recorded in Plat Book 6, Page 164, Wheeler County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from 81 Benjamin O. Sharpton, dated May 22, 1990, and recorded in Deed Book 73, Page 443, in the Office of the Clerk of Superior Court of Wheeler County, Georgia. 454. That certain tract or parcel of land known as the "Helen Substation" containing 10.28 acres, more or less, in Land Lot 42 of the 3rd District of White County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October 20, 1983, recorded in Plat Book 18, Page 6, White County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Josephine Harriman Collins, dated March 8, 1984, and recorded in Deed Book 6-Q, Pages 307-309, in the Office of Clerk of Superior Court of White County, Georgia. 455. That certain tract or parcel of land known as the "Leaf Substation" containing 3.07 acres, more or less, in Land Lot 162 of the 2nd District of White County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 15, Page 114, White County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Hubert Wade and Homer Wade, dated January 20, 1982, and recorded in Deed Book 5-W, Pages 487-488, in the Office of Clerk of Superior Court of White County, Georgia, and by Warranty Deed from W. J. Standridge, dated January 20, 1982, and recorded in Deed Book 5-W, Pages 494-495, in the Office of Clerk of Superior Court of White County, Georgia. 456. That certain tract or parcel of land known as the "Whittle Substation" containing 11.03 acres, more or less, in Land Lot 131 of the 1st District of Wilcox County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 10, 1979, recorded in Plat Book 6, Page 20, of the Office of Clerk of Superior Court of Wilcox County, Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Fanny Lou R. Mashburn, James W. Mashburn Jr., and Samuel Reid Mashburn dated July 9, 1979, and recorded in Deed Book 103, Page 183, in the Office of Clerk of Superior Court of Wilcox County, Georgia. 457. That certain tract or parcel of land known as the "Delhi Substation" containing 5.60 acres, more or less, in the 180th G.M.D. of Wilkes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 15, 1984, recorded in Plat Book 8, Page 4, Wilkes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by two Warranty Deeds, the first from the Estate of W. Allen Thurmond, dated May 1, 1984, recorded in Deed Book 119, Pages 778-779, in the Office of Clerk of Superior Court of Wilkes County, Georgia, and the second from W. R. Graham, dated May 4, 1984, recorded in Deed Book 119, Pages 822-823, in the Office of Clerk of Superior Court of Wilkes County, Georgia; LESS AND EXCEPT: 0.261 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Wilkes County, Georgia, dated January 13, 1988 and recorded in Deed Book 129, Page 646, in the Office of the Clerk of Superior Court of Wilkes County, Georgia. 458. That certain tract or parcel of land known as the "Rayle Substation" containing 3.191 acres, more or less, in the 171st G.M.D. of Wilkes County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated August 20, 1977, recorded in Plat Book 7, Page 77, in the Office of Clerk of Superior Court of Wilkes County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Frances Armour Barnett, dated November 16, 1977, and recorded in Deed Book 104, Page 372, in the Office of Clerk of Superior Court of Wilkes County, Georgia. 459. That certain tract or parcel of land known as the "Washington City No. 2 Substation" containing 1.24 acres, more or less, in the 164th G.M.D. of Wilkes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 8, Page 170, Wilkes County Records, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from Osborne Hamilton Reynolds, James McKendree Reynolds and Ann Carol Reynolds Gordon a/k/a Anne Reynolds Gordon f/k/a Ann Carol 82 Reynolds, dated February 2, 1989, and recorded in Deed Book 133, Page 340, in the Office of Clerk of Superior Court of Wilkes County, Georgia, and by Limited Warranty Deed from Federal Paper Board Company, Inc., a New York Corporation, successor by Merger to KMI Continental Bleached Products, Inc., a Delaware Corporation, dated May 18, 1989, and recorded in Deed Book 133, Pages 846-847, in the Office of Clerk of Superior Court of Wilkes County, Georgia. 460. That certain tract or parcel of land known as the "Washington Substation" containing .317 acres, more or less, in the 164th G.M.D. of Wilkes County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 27, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Easement Agreement from Georgia Power Company dated May 30, 1991, and recorded in Deed Book 141, Page 407, in the Office of the Clerk of Superior Court of Wilkes County, Georgia. 461. That certain tract or parcel of land known as the "Lords Substation" containing 3.156 acres, more or less, in Land Lot 231 of the 330th G.M.D. of Wilkinson County, Georgia, being more particularly shown and delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated January 12, 1978, recorded in Plat Book 9, Page 136, in the Office of Clerk of Superior Court of Wilkinson County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from Lillie Hall Cottier, dated March 6, 1978, and recorded in Deed Book 146, Folio 86, in the Office of Clerk of Superior Court of Wilkinson County, Georgia, and by Warranty Deed from W. B. Lord, dated March 3, 1978, and recorded in Deed Book 146, Folio 84, in the Office of Clerk of Superior Court of Wilkinson County, Georgia. 462. That certain tract or parcel of land known as the "Wilco Substation" containing 2.0 acres, more or less, in Land Lot 100 of the 4th District of Wilkinson County, Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership Corporation by Quitclaim Deed and Bill of Sale from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 135, Page 25, in the Office of Clerk of Superior Court of Wilkinson County, Georgia. 463. That certain tract or parcel of land known as the "Doles Substation" containing 12.651 acres, more or less, in Land Lots 58 and 71 of the 16th District of Worth County, Georgia, being more particularly shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 18, 1991, and being that certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) by Warranty Deed from R. B. Giddens, dated May 17, 1991, and recorded in Deed Book 280, Page 76, in the Office of the Clerk of the Superior Court of Worth County, Georgia. TOGETHER WITH all plants, works, structures, erections, buildings, fixtures and improvements now or hereafter located on any of the properties mentioned above, and all tenements, hereditaments and appurtenances now or hereafter thereunto belonging or in any wise appertaining. The plats mentioned above and descriptions thereon are hereby by reference made a part hereof as though fully set forth herein at length. AND ALSO including, without limitation: II All right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with, the construction or operation by or on behalf of the Mortgagor of electric transmission or distribution lines, or systems, whether underground or overhead or otherwise, or of any electric generating plant, wherever located; 83 III All right, title and interest of the Mortgagor in, to and under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition, or operation of electric transmission or distribution lines, or systems, or any electric generating plant or plants, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged, or pledged; IV All right, title and interest of the Mortgagor in, to and under any and all contracts heretofore or hereafter executed by and between the Mortgagor and any person, firm, corporation or governmental body or agency providing for or relating to the purchase, sale, exchange or transmission of electric power or energy by the Mortgagor together with any and all other accounts, contract rights and general intangibles (as such terms are defined in the applicable Uniform Commercial Code) heretofore or hereafter acquired by the Mortgagor, including, without limitation, the following accounts, contract rights and general intangibles: WHOLESALE POWER CONTRACTS Wholesale Power Contract between Altamaha Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Amicalola Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Canoochee Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Carroll Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Central Georgia Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Coastal Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. 84 Wholesale Power Contract between Cobb Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Colquitt Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Coweta-Fayette Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Douglas County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988, between GreyStone Power Corporation, An Electric Membership Corporation (formerly known as Douglas County Electric Membership Corporation) and Mortgagor. Wholesale Power Contract between Excelsior Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Flint Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Grady County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Habersham Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Hart County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Irwin County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Jackson Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. 85 Wholesale Power Contract between Jefferson Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Lamar Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Little Ocmulgee Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Middle Georgia Electric Membership Corporation and Mortgagor dated August 20, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Mitchell Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Ocmulgee Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Oconee Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Okefenoke Rural Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Pataula Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Planters Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Rayle Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Satilla Rural Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as 86 amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Sawnee Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Slash Pine Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Snapping Shoals Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Sumter Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Three Notch Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Tri-County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Troup County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988, between Troup Electric Membership Corporation (formerly known as Troup County Electric Membership Corporation) and Mortgagor. Wholesale Power Contract between Upson County Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Walton Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. Wholesale Power Contract between Washington Electric Membership Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by that certain Amended and Consolidated Wholesale Power Contract, dated as of December 1, 1988. 87 V Also, all right, title and interest of the Mortgagor in and to all other property, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Mortgagor, including all chattel paper, leases, subleases, and rights under agreements for the charter or subcharter of ships or other vessels, it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Mortgagor after the date hereof shall be as fully embraced within and subjected to the lien hereof as if the same were now owned by the Mortgagor and were specifically described herein to the extent only, however, that the subjection of such property to the lien hereof shall not be contrary to law; Together with all rents, income, revenues, profits and benefits at any time derived, received or had from any and all of the above-described property of the Mortgagor; PROVIDED, HOWEVER, that except as provided in section 13(b) of article II of this Mortgage, no automobiles, trucks, trailers, tractors, aircraft, ships or other vehicles owned or used by the Mortgagor shall be included in the Mortgaged Property; and PROVIDED, FURTHER, HOWEVER, that the Construction Fund, Reserve Fund, and Bond Fund as established under each of the Pollution Control Bond Indentures are not property of the Mortgagor and are not included in the Mortgaged Property. TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the Mortgagees and their respective assigns forever, to secure equally and ratably the payment of the principal of and interest on the notes, according to their tenor and effect, without preference, priority or distinction as to interest or principal (except as otherwise specifically provided herein) or as to lien or otherwise of any note over any other note by reason of the priority in time of the execution, delivery or maturity thereof (or any instrument securing such note) or of the assignment or negotiation thereof, or otherwise (except as otherwise specifically provided herein), and to secure the due performance of the covenants, agreements and provisions herein, in the notes (including, in the case of Guaranteed Notes, the promise to pay and other covenants and agreements of the Mortgagor to the Government), and in the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement and the Pollution Control Loan Agreements contained, and for the uses and purposes and upon the terms, conditions, provisions and agreements hereinafter expressed and declared. ARTICLE I ADDITIONAL NOTES SECTION 1. The Mortgagor, when authorized by resolution or resolutions of its board of directors, may from time to time (1) execute and deliver one or more Additional REA Notes or one or more Additional Guaranteed Notes to evidence (a) loans made by the Government, acting through the Administrator, to the Mortgagor, (b) indebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a third party or parties to the Government created by a loan or loans theretofore made by the Government, acting through the Administrator, to such third party or parties, (c) obligations of the Mortgagor to the Government incurred by the assumption by the Mortgagor of indebtedness of a third party or parties to another third party or parties the repayment of which is guaranteed by the Government pursuant to the Act, or (d) obligations of the Mortgagor to the Government on account of the guaranteeing by the Government, pursuant to the Act, of the repayment by the Mortgagor of a loan or loans made by a third party or parties to the Mortgagor; (2) execute and deliver to the Trustees one or more Additional Pollution Control Notes pursuant to the respective Pollution Control Loan Agreements; PROVIDED, HOWEVER, that no Additional Pollution Control Notes shall be executed and delivered without the prior written consent of the Government; (3) execute and deliver to CoBank one or more Additional CoBank Notes to evidence loans made by CoBank; PROVIDED, HOWEVER, that no Additional CoBank Notes shall be executed and delivered without the prior written consent of the Government; and (4) execute and deliver to the Credit Bank one or more Additional Credit Bank Notes to evidence obligations of the Mortgagor to the Credit Bank; PROVIDED, HOWEVER, that no Additional Credit Bank Notes shall be executed and delivered without the prior written consent of the Government. The Mortgagor, when authorized by resolution or resolutions of its board of directors, may also from time to time execute and deliver one or more Additional Notes to refund any note or notes at the time outstanding and secured hereby, or in renewal of, or in substitution for, any such outstanding note or notes. 88 Additional Notes shall contain such provisions and shall be executed and delivered upon such terms and conditions as the board of directors of the Mortgagor in the resolution or resolutions authorizing the execution and delivery thereof and the relevant lender shall prescribe; PROVIDED, HOWEVER, that the notes and other obligations at any one time secured hereby shall not exceed in the aggregate principal amount the Maximum Debt Limit as from time to time amended, and no note shall mature more than fifty (50) years after the date hereof. Additional Notes, when and as executed and delivered, shall be secured by this Mortgage, equally and ratably with all other notes at the time outstanding, without preference, priority, or distinction of any of the notes over any other of the notes by reason of the priority of the time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof. Notwithstanding the foregoing provisions of this section 1, no Additional Note shall be executed and delivered without the prior written consent of the Government and the Credit Bank if, at the time of such execution and delivery, there exists an "event of default" described in article III, section 1(a) or an "event of default" described in article III, section 1(d) as a result of the Mortgagor's failure to comply with the provisions of article II, sections 15 or 15A. SECTION 2. The Mortgagor, when authorized by resolution or resolutions of its board of directors, may from time to time execute, acknowledge, deliver, record and file mortgages supplemental to this Mortgage which thereafter shall form a part hereof, for the purpose of formally confirming this Mortgage as security for the notes. Nothing herein contained shall require the execution and delivery by the Mortgagor of a supplemental mortgage in connection with the issuance hereunder or the securing hereby of notes except as hereinafter provided in section 13 of article II hereof. ARTICLE II PARTICULAR COVENANTS OF THE MORTGAGOR The Mortgagor covenants with the Mortgagees and the holders of notes secured hereby (hereinafter sometimes collectively called the "noteholders") and each of them as follows: SECTION 1. The Mortgagor is duly authorized under its articles of incorporation and by-laws and the laws of the State of its incorporation and all other applicable provisions of law to execute and deliver the Outstanding Notes, the First Pollution Control Notes, the First CoBank Transmission Note, the Second CoBank Transmission Note, the First Credit Bank Note and this Mortgage and to execute and deliver Additional Notes; and all corporate action on its part for the execution and delivery of the Outstanding Notes, the First Pollution Control Notes, the First CoBank Transmission Note, the Second CoBank Transmission Note, the First Credit Bank Note and this Mortgage has been duly and effectively taken; and the Outstanding Notes, the First Pollution Control Notes, the First CoBank Transmission Note, the Second CoBank Transmission Note, the First Credit Bank Note and this Mortgage are, or when executed and delivered will be, the valid and enforceable obligations of the Mortgagor in accordance with their respective terms. SECTION 2. The Mortgagor warrants that it has good right and lawful authority to mortgage the property described in the granting clauses of this Mortgage for the purposes herein expressed, and that the said property [except the real property described in I, item 125 of the property descriptions and the improvements thereon (the "Headquarters Facility")] is free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto, except the lien of this Mortgage and Permitted Encumbrances (as defined below). The Mortgagor will, so long as any of the notes shall be outstanding, maintain and preserve the lien of this Mortgage superior to all other liens affecting the Mortgaged Property except Permitted Encumbrances and except for the lien of that certain Security Deed and Security Agreement dated as of April 29, 1983, between the Mortgagor and CoBank covering the Headquarters Facility (the "Headquarters Mortgage"), and will forever warrant and defend its title to the property described as being mortgaged hereby to the Mortgagees against any and all claims and demands whatsoever except Permitted Encumbrances and the Headquarters Mortgage. The Mortgagor will promptly pay or discharge any and all obligations for or on account of which any such lien or charge might exist or could be created (except for the lien of the Headquarters Mortgage) and any and all lawful taxes, rates, levies, assessments, liens, claims or other charges imposed upon or accruing upon any of the Mortgagor's property (whether taxed to the Mortgagor or to any noteholder), or the franchises, earnings or business of the Mortgagor, 89 as and when the same shall become due and payable; and whenever called upon so to do the Mortgagor will furnish to the Mortgagees or to any noteholder adequate proof of such payment or discharge; PROVIDED, HOWEVER, that this section 2 of article II shall not be deemed to require the payment or discharge of any Permitted Encumbrances. As used herein, the term "Permitted Encumbrances" shall mean: (a) any mortgages, liens or other encumbrances created by other than the Mortgagor, and any renewal or extension of any such lien, mortgage or other encumbrance, which are liens upon property in, on, or over which the Mortgagor has easements or rights-of-way for towers, poles, wires, conduits, mains, transmission lines, distribution lines, metering stations, or for similar purposes and which secure indebtedness which has not been issued, assumed, or guaranteed by the Mortgagor and on which the Mortgagor does not customarily pay interest charges; (b) contractors', subcontractors', mechanics', materialmen's, laborers', carriers' and other like liens not filed of record and charges not delinquent incident to current construction or arising in the ordinary course of business and liens incident to such construction and operation which shall have been filed of record but which are being contested by the Mortgagor in good faith and have not proceeded to final judgment, provided the Mortgagor shall have set aside on its books adequate reserves with respect thereto; (c) liens for taxes, assessments or governmental charges not then delinquent, undetermined liens for charges incidental to construction, and liens for taxes, assessments or governmental charges then delinquent but the validity of which is being contested by the Mortgagor in good faith, provided the Mortgagor shall have set aside on its books adequate reserves with respect thereto; (d) rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit, or by any valid provision of law, to terminate such right, power, franchise, grant, license, or permit; any valid right under any provision of law to purchase or recapture or to designate a purchaser of any of the property of the Mortgagor; and rights reserved to or vested in any municipality or public authority to use, control, or regulate any property of the Mortgagor which do not materially impair the use of such property in the operation of the business of the Mortgagor; (e) duties or obligations affecting the property of the Mortgagor to any municipality or public authority with respect to any franchise, grant, license or permit; (f) easements, restrictions, exceptions or reservations in any property and/or rights-of-way of the Mortgagor for the purpose of railroads, roads, pipelines, transmission lines, telephone and telegraph lines, and for other like purposes; (g) restrictions, covenants, defects, irregularities and deficiencies in titles to any easements or rights-of-way of the Mortgagor for towers, poles, wires, conduits, mains, transmission lines, distribution lines, metering stations or for similar purposes, and restrictions, covenants, defects, irregularities and deficiencies in titles to any other property to the extent consented to in writing by the Government; (h) any liens of any person arising on account of the ownership of an undivided interest in property with the Mortgagor, which relate to amounts which are not due and payable, or which are being contested by the Mortgagor in good faith, provided the Mortgagor shall have set aside on its books adequate reserves with respect thereto; (i) liens in respect of judgments or awards with respect to which the Mortgagor shall in good faith currently be prosecuting an appeal or proceeding for review and with respect to which the Mortgagor shall have secured a stay of execution pending such appeal or proceeding for review, provided the Mortgagor shall have set aside on its books adequate reserves with respect thereto; (j) liens reserved in leases for rent and for compliance with the terms of the leases in the case of leasehold estates; 90 (k) rights of the United States of America, of any political subdivision thereof or of the public in and to those parts of the Mortgaged Property which are constructed in, on or over any civil airway or navigable water; (l) deposits or pledges to secure payment of workmen's compensation, unemployment insurance, old age pensions or other social security; and (m) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of borrowed money), leases, public or statutory obligations, surety or appeal bonds, or other deposits or pledges for purposes of like general nature in the ordinary course of business; PROVIDED, HOWEVER, that none of the foregoing shall be deemed to be a Permitted Encumbrance to the extent that its existence shall interfere in any material respect with the use or operation of the Mortgaged Property or any part thereof. SECTION 3. Except for Permitted Encumbrances, as defined in section 2 of this article II, and except to secure (i) loans to the Mortgagor, or to a third party or parties the obligations of which is assumed by the Mortgagor, made or guaranteed by the Government, (ii) CoBank Notes, (iii) Pollution Control Notes, or (iv) Credit Bank Notes, in each case made or issued in the manner specified in section 1 of article I hereof, the Mortgagor will not except in accordance with the provisions of sections 5 or 7 of this article II, charge, assign, pledge, mortgage or otherwise encumber or permit to be encumbered any of its property, real or personal, tangible or intangible, wheresoever located, which at the time is, or at any time may become, subject to the lien of this Mortgage, except that (a), subject to the following sentence, in the event that the Mortgagor shall have duly applied for a loan from another lender or lenders which the Government shall have in writing approved and determined to be financially feasible for the Mortgagor, then the Mortgagor may obtain a commitment for such loan from such other lender or lenders and agree, if the Government consents thereto, to so encumber its property by amending this Mortgage to secure under this Mortgage, in such manner as the Government shall prescribe, the evidence of such loan from such other lender or lenders, and in such event each of the Credit Bank, the Trustees and CoBank shall be required to consent to and execute and deliver an amendment or amendments to this Mortgage, or such other instrument or instruments as may be appropriate, in order to secure the evidence of such loan under this Mortgage and, if necessary in connection therewith, to add to the Mortgagees secured under this Mortgage one or more additional parties and to make such other amendments and modifications as shall be required in connection therewith; PROVIDED, HOWEVER, that so long as the Government shall be a noteholder for purposes of this Mortgage no such lender or lenders shall receive greater rights and powers than those granted to the Government under this Mortgage and PROVIDED, FURTHER, that no such other lender or lenders, other than a lender or lenders holding beneficially obligations exceeding $5,000,000 in principal amount or holding as fiduciary or as fiduciary and beneficially for itself and no more than 200 other persons obligations exceeding $25,000,000 in principal amount, shall receive greater rights or powers than those granted the Credit Bank and the Trustees under this Mortgage and PROVIDED, FURTHER, HOWEVER, that no lender or lenders, other than the Government or a lender or lenders holding beneficially, as a fiduciary, or as a fiduciary and beneficially for itself and no more than 25 other persons, obligations in a principal amount greater than the principal of all indebtedness of the Mortgagor to CoBank then secured under this Mortgage and having a term of at least ten (10) years, shall receive greater rights or powers than those granted to CoBank under this Mortgage and (b) the Mortgagor may with the prior written consent of the Government so charge, assign, pledge, mortgage or otherwise encumber any such property on a basis subordinate to the lien of this Mortgage. Except with the approval in writing of all noteholders, the Mortgagor will not so charge, assign, pledge, mortgage or otherwise encumber its property to secure prior to or on a parity with the notes secured under this Mortgage any indebtedness arising under any Other Financing Arrangement. SECTION 4. The Mortgagor will duly and punctually pay the principal of, interest on, and any and all other amounts payable under the notes at the dates and places and in the manner provided therein, according to the true intent and meaning thereof, and all other sums becoming due to the Mortgagees hereunder. The Mortgagor may at any time make prepayments, on account of all or part of the principal of the notes, to the extent and in the manner provided therein and in the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement, and each of the Pollution Control Loan Agreements set forth; PROVIDED, HOWEVER, that except in the case of any prepayment required under the provisions of section 5, section 6(b), section 8(b) or section 17 of this article II or 91 under the provisions of section 5 of article III or any prepayment permitted to be made under the Pollution Control Bond Indentures with moneys in the respective Construction Funds established thereunder, any prepayment of the Pollution Control Notes or the Credit Bank Notes shall be made only upon the consent in writing of the Government and PROVIDED, FURTHER, that (i) any prepayment of any of the CoBank Notes shall be accompanied by a simultaneous prepayment of each of the REA Notes or Guaranteed Notes issued in connection with such CoBank Note as a result of a Contemporaneous Loan, all as hereinafter set forth and (ii) any prepayment of any of the REA Notes or Guaranteed Notes shall be accompanied by a simultaneous prepayment of each of the CoBank Notes issued in connection with such REA Note or Guaranteed Note as a result of a Contemporaneous Loan, all as hereinafter set forth (at the premium, if any, prescribed in the CoBank Loan Agreements). A prepayment which is required to be apportioned between a CoBank Note on the one hand and an REA Note or Guaranteed Note on the other hand under the above proviso shall be apportioned according to the proportions which the unpaid principal amount of such CoBank Note and the unpaid principal amount of such REA Note or Guaranteed Note respectively, bear to the aggregate unpaid principal amount of such CoBank Note and the REA Note or Guaranteed Note on the date of prepayment and shall be applied to such notes and installments thereof as may be designated by the respective noteholders at the time of any such prepayment. For purposes of this section 4, delivery by the Mortgagor of any note which refunds, renews or is in substitution for a note pursuant to article I, section 1 shall not be considered a prepayment hereunder. For purposes of this section 4, the term prepayment shall not include the payment of any obligations owed under any note by reason of acceleration as permitted by article III of this Mortgage. SECTION 5. (a) The Mortgagor will, at all times, so long as any of the notes shall be outstanding, take or cause to be taken all such action as from time to time may be necessary to preserve its corporate existence and to preserve and renew all franchises, rights of way, easements, permits and licenses as shall be necessary or advisable for the conduct of any material portion of its business or as shall be required by the Government, and will comply in all material respects with all valid laws, ordinances, regulations and requirements if the failure to comply therewith would have a material adverse affect on the condition (financial or otherwise) of the Mortgagor or otherwise to the extent required by the Government. (b) The Mortgagor will not consolidate with or merge into any other corporation or permit any other corporation to merge into the Mortgagor or acquire all or substantially all of the business or assets of another corporation if such acquisition is analogous in purpose or effect to a merger or consolidation, (i) without the approval in writing of the Government, and (ii) unless the corporation surviving such transaction shall continue to be liable for or shall have assumed the payment of the notes and the performance of the Mortgagor's covenants in this Mortgage, without the approval in writing of the majority noteholders. (c) The Mortgagor will not, except in accordance with the following provisions (aa) or (bb) of this section 5 or the provisions of section 7 of this article II, as applicable, sell, lease as lessor, transfer or mortgage, convey by deed to secure debt, pledge or encumber other than under the lien hereof (or make any agreement therefore) any capital asset or Mortgaged Property; PROVIDED, HOWEVER, that: (aa) The Mortgagor may at any time and from time to time sell, lease as lessor or transfer, in each case free and clear of the lien and operation of this Mortgage, any capital asset the fair market value of which is less than $50,000, provided that the aggregate fair market value of assets so sold, leased or transferred in any 12-month period is less than $200,000 and the proceeds of such sale, lease or transfer, less ordinary and reasonable expenses incident to such transaction, are immediately (i) applied as a prepayment of the notes, pro rata according to the aggregate then outstanding principal amount of the notes, to such installments thereof as may be designated by the respective noteholders at the time of any such prepayment, (ii) in the case of dispositions of equipment, materials or scrap, applied to the purchase of other property useful in the Mortgagor's business, not necessarily of the same kind as the property disposed of, which shall forthwith become subject to the lien of this Mortgage or (iii) set aside as a deposit in the construction fund contemplated by Account Number 131.2; (bb) Upon the consent of the Government and without obtaining the consent of CoBank, the Credit Bank or any of the Trustees, so long as no event of default (as defined in section 1 of article III hereof) has occurred 92 and is continuing or would result therefrom, (i) the Mortgagor may sell, lease as lessor, transfer or mortgage, convey by deed to secure debt, pledge or encumber other than under the lien hereof, free and clear of the lien and operation of this Mortgage, any property of whatever nature and description and whenever constructed or acquired, and (ii) this Mortgage may be amended or any provision hereof waived in order (1) to effect any such sale, lease, transfer, mortgage, conveyance, pledge or encumbrance free and clear of the lien and operation of this Mortgage, (2) to effect the release from the lien and operation of this Mortgage of any such property for any other purpose whatsoever, (3) to effect the subordination of the lien of this Mortgage extending to any such property to the lien of any other mortgage, or (4) to permit the lien of any other mortgage to extend to any such property on a parity with the lien of this Mortgage; PROVIDED, HOWEVER, that, notwithstanding any other provision of this subsection (bb), the consent of each of the Credit Bank, the Trustees and CoBank shall be required in connection with: A. the separate release or sale of, or the subordination of the lien of this Mortgage to any separate pledge or mortgage of, or the extension of the lien of any other mortgage separately to, (x) any rents, income, profits or benefits at any time derived, received or had from any or all of the generating and transmission facilities owned by the Mortgagor and constituting part of the Mortgaged Property, (y) any property the disposition of which by the Mortgagor would reduce the capability of the Mortgagor to generate electric power and energy from generating units subject to the first lien of this Mortgage and capable of operation as base load units to a level below 1008 MW, as determined by the nameplate rating of such units or (z) any property the disposition of which by the Mortgagor would impair the capability of the Mortgagor to deliver electric power and energy to its members, as determined by the Mortgagor; B. any transaction described in this paragraph (bb) which will result in (x) securing any indebtedness of the Mortgagor to the Government, except in any case in which the Mortgagor certifies in writing that at least 80 percent in fair market value of the property to be released, sold, leased, transferred, mortgaged, conveyed, pledged or encumbered or secured under a superior or parity mortgage or deed to secure debt had been acquired under an existing financing plan providing for the financing of such property in whole or in part by indebtedness of the Mortgagor to the Government to be secured other than under this Mortgage, or (y) securing any indebtedness secured under this Mortgage by a security interest in property of the Mortgagor superior to the lien of this Mortgage; or C. any transaction described in this paragraph (bb) if, taking into account such transaction, the ratio of (x) the algebraic sum of (i) Net Utility Plant of the Mortgagor (as computed for purposes of Line B.5 of REA Form 12a) excluding Utility Plant which is not Mortgaged Property, plus (ii) Total Other Property and Investments of the Mortgagor (as computed for purposes of Line B.12 of REA Form 12a), excluding Other Property and Investments which are not Mortgaged Property, plus (iii) Total Current and Accrued Assets of the Mortgagor (as computed for purposes of Line B.23 of REA Form 12a) excluding Current and Accrued Assets which are not Mortgaged Property, to (y) the algebraic sum of (i) Total Current and Accrued Liabilities of the Mortgagor (as computed for purposes of Line B.42 of REA Form 12a) excluding Current and Accrued Liabilities of the Mortgagor which are not secured hereunder or secured prior to or on a parity with indebtedness secured hereunder plus (ii) Total Long-Term Debt of the Mortgagor (as computed for purposes of Line B.36 of REA Form 12a) excluding Long-Term Debt of the Mortgagor which is not secured hereunder or secured prior to or on parity with indebtedness secured hereunder, minus (iii) all amounts held by the Trustees in the Construction Fund, Reserve Fund, and Bond Fund as established under each of the Pollution Control Bond Indentures, all amounts in the Construction Fund contemplated by Account Number 131.2 and all amounts in like accounts or funds shall be less than 1.0 unless both (1) fair value to the Mortgagor (as determined by the Government if less than or equal to $25,000,000 or by a certificate of an independent engineer if requested by any of the Credit Bank, the Trustees or CoBank, and if greater than $25,000,000) is received by the Mortgagor for the property subject to such transaction and (2) the proceeds of such transaction, less ordinary and reasonable expenses incident to such transaction, are immediately (I) applied as a prepayment of the notes, pro rata according to the aggregate then outstanding principal amounts of the notes, to such installments thereof as may be designated by the respective noteholders at the time of any such prepayment, (II) applied to the purchase of other property useful in the Mortgagor's business, not necessarily of the same kind as the property disposed of, which shall 93 forthwith become subject to the lien of this Mortgage, or (III) set aside as a deposit in the Construction Fund contemplated by Account Number 131.2. The Mortgagees hereby agree that any property sold, leased, transferred or mortgaged, conveyed, pledged or encumbered free and clear of the lien and operation of this Mortgage in accordance with the provisions of paragraph (aa) or paragraph (bb) shall no longer constitute a part of the Mortgaged Property or property that may become Mortgaged Property pursuant to the provisions of section 13(b) of this article II, and the Mortgagees (and each of them) shall execute such releases, termination statements and other instruments as may be requested from time to time by the Mortgagor in order to evidence the release of such property from the lien and operation hereof. Any reference in this Mortgage to REA Form 12a shall apply to the 8-88 revision (or to the revision of any other date which may be specified) of such REA Form 12a or to the comparable item of any later revision thereof which shall have been at the time prescribed for use by REA; if some other form containing the corresponding information shall at the time be prescribed by REA, such reference shall apply to the corresponding item of such other form; or if no such form is applicable to the accounts of the Mortgagor, such reference shall apply to the corresponding information otherwise determined in a comparable manner. In the event of any prepayment of the notes pursuant to subsection (c) of this section 5, then outstanding principal amount of the Pollution Control Notes shall include any and all amounts other than interest payable thereunder and unpaid at the time of any such prepayment. SECTION 6. (a) The Mortgagor will at all times maintain and preserve the Mortgaged Property and each and every part and parcel thereof as required by the Government or as necessary or advisable for the conduct of any material portion of its business in good repair, working order and condition and in compliance with all applicable laws, regulations and orders if required by the Government or if the failure to comply therewith would have a material adverse affect on the condition (financial or otherwise) of the Mortgagor and will from time to time make all needful and proper repairs, renewals, and replacements, and useful and proper alterations, additions, betterments and improvements, and will, subject to contingencies beyond its reasonable control, at all times keep its plant and properties in necessary continuous operating condition and use all reasonable diligence to furnish the consumers served by it through the Mortgaged Property, or any part thereof, with an adequate supply of electric energy and other services furnished by the Mortgagor. If any substantial part of the Mortgaged Property is leased by the Mortgagor to any other party, the lease agreement between the Mortgagor and the lessee shall obligate the lessee to comply with the provisions of subsections (a) and (b) of this section in respect of the leased facilities and to permit the Mortgagor to operate the leased facilities in the event of any failure by the lessee to so comply. (b) The Mortgagor will cause the sum of the amount used during each period of five consecutive calendar years for maintenance, renewals, and replacements of the Mortgaged Property and any available Maintenance Credit (as hereinbelow defined), to be at least equal to the lesser (hereinafter called the "Standard") of either (i) 10 percent of the result obtained by deducting from the amount of Operating Revenues and Patronage Capital (as shown on the appropriate line of REA Bulletin 1-1 for Power Supply Borrowers, as from time to time in effect, with respect to each calendar year) of the Mortgagor for such five-year period, the sum of Operating Expenses as shown on lines 35, 36, 37, and 38 of said REA Bulletin and Fixed Costs on Production Plant (Account Numbers 403, 408, 427, 924, 925, and 926, as shown on lines E.20, E.21, E.22, and E.23 of REA Form 12d, rev. 12-84, and as shown on the corresponding lines D.15, D.16, D.17, and D.18 of REA Form 12e, rev. 12-84, and lines D.17, D.18, D.19, and D.20 of REA Form 12f, rev. 12-84, as applicable) of the Mortgagor for such five-year period, or (ii) 15 percent of the sum obtained by adding the amount charged to Depreciation and Amortization Expense (as shown on line 47 of said REA Bulletin) and Maintenance Expense Total (as shown on line 42 of said REA Bulletin) of the Mortgagor for such five-year period. Any reference in this Mortgage to REA Forms 12d, 12e or 12f shall apply to the 12-84 revision (or to the revision of any other date which may be specified) of such REA Forms 12d, 12e or 12f or to the comparable item of any later revision thereof which shall have been at the time prescribed for use by REA; if some other form containing the corresponding information shall at the time be prescribed by REA, such reference shall apply to the 94 corresponding item of such other form; or if no such form is applicable to the accounts of the Mortgagor, such reference shall apply to the corresponding information otherwise determined in a comparable manner. The term "Maintenance Credit" shall mean the sum of (1) the excess of the amount used in each period of five consecutive calendar years for maintenance, renewals and replacements over the Standard during such five-year period and (2) the amount of such excesses from prior years, less amounts thereof previously utilized as permitted by this section. The term "Maintenance Deficit" shall mean the amount by which the Standard in each period of five consecutive calendar years exceeds the sum of (1) the amount applied during such five-year period for maintenance, renewals and replacements and (2) the amount of any available Maintenance Credit. The amount used for maintenance in each year shall be the amount shown for the Mortgagor for such year on the appropriate line of said REA Bulletin 1-1, as from time to time in effect, and the amounts used for renewals and replacements shall be based upon improvements and replacements of Utility Plant associated with retirements thereof, less net salvage value. In furtherance of the covenant contained in this subsection (b), the Mortgagor will, within five months after the close of calendar year 1994 and within five months after the end of each five-year period following said calendar year, furnish to the Mortgagees a certificate of the General Manager, any Division Manager or any officer of the Mortgagor (hereinafter called an "Officer's Certificate"), setting forth separately and in reasonable detail: (1) The amount of Operating Revenues and Patronage Capital derived by the Mortgagor from the Mortgaged Property during the five preceding calendar years and the Mortgagor's Operation Expense-Total, Fixed Costs on Production Plant, Depreciation and Amortization Expense, and Maintenance Expense-Total for such five-year period; (2) The amounts used during such five preceding calendar years for maintenance, renewals and replacements of the Mortgaged Property; (3) Any Maintenance Credit not theretofore utilized as permitted by this section and the computation thereof; and (4) The resulting Maintenance Credit or Maintenance Deficit. In case any such Officer's Certificate shows a Maintenance Deficit, the Mortgagor shall either (i) immediately apply an amount equal to the largest integral multiple of $1,000 which equals or is less than the amount so determined to the prepayment of the notes, PRO RATA according uto the aggregate then outstanding principal amounts thereof (such prepayments to be applied to such installments thereof as may be designated by the respective noteholders at the time of any such prepayment), or (ii) immediately deposit the amounts so determined in a bank or banks satisfactory to the Government to be held by such bank or banks in a restricted maintenance fund in trust for the benefit of the noteholders pursuant to a trust agreement satisfactory to the Government; PROVIDED, HOWEVER, that at the direction or with the approval of the Government, the Mortgagor may cause funds held in such restricted maintenance fund to be applied to the making of expenditures for maintenance, renewals and replacements of the Mortgaged Property; PROVIDED, FURTHER, HOWEVER, that in the event there shall have been a balance in said restricted maintenance fund at the end of each of two such consecutive reporting periods, the Government may thereafter cause the funds held therein to be applied as provided in clause (i) above; PROVIDED, FURTHER, HOWEVER, that in the event of such a Maintenance Deficit, the Mortgagor may promptly cause to be made an inspection of the Mortgaged Property by a professional engineer satisfactory to the Government and may cause to be issued a report of such engineer, satisfactory in form and substance to the Government, stating the minimal aggregate amount which, in his judgment, is then needed for maintenance, renewals, and replacements of the Mortgaged Property in accordance with sound industry practices, and in the event such amount shall be less than such Maintenance Deficit, the maximum amount which the Mortgagor shall be required to apply to prepayment or to deposit in a restricted maintenance fund pursuant to this paragraph shall in all events be the amount so stated by such professional 95 engineer. In the event of any prepayment of the notes pursuant to clause (i) above, unpaid principal of the Pollution Control Notes shall include any and all amounts other than interest payable thereunder and unpaid at the time of any such prepayment. In case any such certificate shows a Maintenance Credit, the Mortgagor may withdraw the amount of such Maintenance Credit from said restricted maintenance fund to the extent that there is an accumulated balance therein, and the Government shall in such case cause such withdrawal to be permitted. The amount of any Maintenance Credit not utilized to reduce a Maintenance Deficit or so withdrawn from said restricted maintenance fund shall be available until utilized for such purposes. The Mortgagor agrees that it will, within five months after the close of each calendar year (other than during a year in which an Officer's Certificate is required to be furnished pursuant to the sixth paragraph of this subsection (b)) furnish to the Mortgagees an Officer's Certificate, setting forth separately and in reasonable detail the amounts described in clauses (1) and (2) of said paragraph for the preceding calendar year. SECTION 7. Except as specifically authorized in writing in advance by the Government, the Mortgagor will purchase all materials, equipment and replacements to be incorporated in or used in connection with the Mortgaged Property outright, and not subject to any conditional sales agreement, chattel mortgage, bailment, lease, or other agreement reserving to the seller any right, title or lien. The Mortgagor will not, without the approval in writing of the Government, become or be obligated under Long-Term Leases for the rental from others of Restricted Property if the aggregate amount of rentals thereunder accrued or which may accrue during any period of 12 calendar months shall exceed 2 percent of the Equity of the Mortgagor at the time any determination of such rental obligations is made hereunder. As used herein, the term "Equity" shall have the meaning assigned to it in section 16 of this article II. "Long-Term Leases" shall mean leases having unexpired terms (taking into account terms of renewal at the option of the lessor, whether or not such leases have theretofore been renewed) of more than 12 months, and "Restricted Property" shall mean all properties other than automobiles, trucks, trailers, tractors, aircraft, ships, other vehicles, office, garage and warehouse space and office equipment (including, without limitation, computers). SECTION 8. (a) The Mortgagor will take out, as the respective risks are incurred, and maintain the following classes and amounts of insurance: (1) fidelity bonds covering each officer and employee of the Mortgagor in not less than the following amounts, based on the estimated annual gross revenues of the Mortgaged Property: AMOUNT OF ANNUAL GROSS REVENUE COVERAGE --------------------------------------- ----------- Less than $ 200,000 $ 50,000 $200,001 to 400,000. . . . . . . . 100,000 400,001 to 600,000. . . . . . . . 250,000 600,001 to 800,000. . . . . . . . 300,000 800,001 to 1,000,000. . . . . . . . 400,000 over 1,000,000. . . . . . . . 500,000 and each collection agent of the Mortgagor shall be included in such fidelity bonds for not less than $2,500, or 10 percent of the highest amount collected annually by any one collection agent, whichever is greater; (2) workers' compensation and employer's liability insurance covering all employees of the Mortgagor, in such amounts as may be required by law, or if the Mortgagor or any of its employees are not subject to the workers' compensation laws of the State or States in which the Mortgagor conducts its operations, then its workers' compensation policy shall provide voluntary compensation coverage to the same extent as though the Mortgagor and such employees were subject to such laws; such policy shall include occupational disease liability coverage, employer's liability insurance and "additional medical" coverage of not less than $10,000 in States where full medical coverage is not required by law; (3) public liability and property damage liability insurance, covering ownership liability and all operations of the Mortgagor with limits for bodily injury or death of not less than $1,000,000 for each occurrence and $1,000,000 aggregate for the policy period and with limits for property damage of not less than $1,000,000 for each occurrence and $1,000,000 aggregate for the policy period; (4) liability insurance on all motor vehicles, trailers, 96 semi-trailers, and aircraft used in the conduct of the Mortgagor's business, whether owned, non-owned or hired by the Mortgagor, with bodily injury limits of not less than $1,000,000 for each person and $1,000,000 for each occurrence, and with property damage limits of $1,000,000 for each occurrence; in connection with aircraft liability, also passenger bodily injury limits of $1,000,000 per person and $1,000,000 for each occurrence; (5) comprehensive or separate fire, theft and windstorm insurance covering loss of or damage to all owned motor vehicles, trailers, and aircraft of the Mortgagor having a unit value in excess of $1,000 in an amount not less than the actual cash value of the property insured; (6) fire insurance, including the extended coverage endorsement, designating the Government, CoBank, the Credit Bank and each of the Trustees as mortgagees in the policy, on each building and its contents, and on each storage location of materials, supplies, poles, and cross arms having a value at any one location in excess of $5,000, or in excess of one percent of the total plant value, whichever is larger, and in an amount not less than 80 percent of the current cost to replace the property new, less actual depreciation; and (7) boiler and machinery insurance, designating the Government, CoBank, the Credit Bank and each of the Trustees, as mortgagees in the policy, if the Mortgaged Property includes steam generating facilities, internal combustion, gas turbine or hydro-generating facilities, such boiler and/or machinery insurance being in an amount for each accident not less than the actual current cash value of the property of the Mortgagor and of other adjacent property that would be damaged by explosion or breakdown of the insured object. The Mortgagor will also, from time to time, increase or supplement the classes and amounts of insurance specified above to the extent requested by the Government or required to conform to the accepted practice of companies of the size and character of the Mortgagor. The Mortgagor will, upon request of any of the Mortgagees, submit to the Mortgagees a schedule of its insurance in effect on the date specified in such request and copies of any policies or contracts relating thereto. The foregoing insurance coverage shall be obtained by means of bond and policy forms approved by regulatory authorities, including standard REA endorsements and riders used by the insurance industry to provide coverage for REA borrowers. Each policy or other contract for such insurance shall contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such insurer, such policy or contract shall continue in force for at least 30 days after written notice to the Mortgagees of cancellation. (b) In the event of damage to or the destruction or loss of any portion of the Mortgaged Property which shall be covered by insurance, unless the Government shall otherwise agree, the Mortgagor shall replace or restore such damaged, destroyed or lost portion so that the Mortgaged Property shall be in substantially the same condition as it was in prior to such damage, destruction or loss, and shall apply the proceeds of the insurance for that purpose; PROVIDED, HOWEVER, that in the event the Mortgagor, with agreement therefore by the Government, shall not so replace or restore such damaged, destroyed or lost portion of the Mortgaged Property, the Mortgagor shall apply the proceeds of the insurance as a ratable prepayment of or on account of the then outstanding principal amount of the notes, to such installments thereof as may be designated by the respective noteholders at the time of any such payment. The Mortgagor shall replace the loss or shall commence such restoration promptly after such damage, destruction or loss shall have occurred and shall complete such replacement or restoration as expeditiously as practicable, and shall pay or cause to be paid out of the proceeds of such insurance all costs and expenses in connection therewith so that such replacement or restoration shall be so completed that the portion of the Mortgaged Property so replaced or restored shall be free and clear of all mechanics' liens and other claims. Sums recovered under any fidelity bond by the Mortgagor for a loss of funds advanced under the notes or recovered by a Mortgagee for any loss under such bond shall, unless otherwise directed by the Government, be applied to the prepayment of the notes, pro rata according to the then outstanding principal amount thereof (such prepayments to be applied to such installments thereof as may be designated by the respective noteholders at the time of any such prepayment), or to construct or acquire facilities approved by the Government, which will become part of the Mortgaged Property. In the event of any prepayments pursuant to either of the above paragraphs of this section 8(b), then outstanding principal amount of the Pollution Control Notes shall include any and all amounts other than interest respectively payable thereunder and unpaid at the time of any such prepayment. 97 SECTION 9. In the event of the failure of the Mortgagor in any respect to comply with the covenants and conditions herein contained with respect to the procuring of insurance, the payment of taxes, assessments and other charges, the keeping of the Mortgaged Property in repair and free of liens and other claims or to comply with any other covenant contained in this Mortgage, the Government (or, if it shall fail to act for ten days after notice from any Mortgagee, a copy of which notice shall also be given simultaneously to the Mortgagor, then (a) any Mortgagee or Mortgagees holding not less than a majority of the aggregate then outstanding principal amount of all notes exclusive of notes then held by the Government or (b) with respect to the payment of taxes, assessments and other charges, any Mortgagee), shall have the right (without prejudice to any other rights arising by reason of such default) to advance or expend moneys for the purpose of procuring such insurance, or for the payment of insurance premiums, taxes, assessments or other charges, or to save the Mortgaged Property from sale or forfeiture for any unpaid tax or assessment, or otherwise, or to redeem the same from any tax or other sale, or to purchase any tax title thereon, or to remove or purchase any mechanics' liens or other encumbrance thereon, or to make repairs thereon or to comply with any other covenant herein contained or to prosecute or defend any suit in relation to the Mortgaged Property or in any manner to protect the Mortgaged Property and the title thereto, and all sums so advanced for any of the aforesaid purposes with interest thereon at the rate per annum charged by the party making such advance, but no higher than the highest rate permitted by applicable law shall be deemed a charge upon the Mortgaged Property in the same manner as the notes at the time outstanding are secured and shall be forthwith paid to the Mortgagee making such advance or advances upon demand. It shall not be obligatory for any Mortgagee in making any such advances or expenditures to inquire into the validity of any such tax title, or of any of such taxes or assessments or sales therefore, or of any such mechanics' liens or other encumbrance. SECTION 10. The Mortgagor will not, without the approval in writing of the Government: (a) construct, make, lease, purchase or otherwise acquire any extensions or additions to its system or enter into any contract therefore, except such extensions or additions as may be financed with loans evidenced by Additional Notes; (b) enter into any contract or contracts for the operation or maintenance of all or any part of its property, for the purchase of electric power or energy, for the sale for resale, or for the sale to the ultimate consumer, of electric power and energy in excess of 1,000 kilowatts, for any transmission, interconnection or power pooling arrangements or for the use by others of any of its property; (c) incur any expenses for legal, engineering, supervisory, accounting or other similar services, except such reasonable expenses as are incurred in the routine course of business; or (d) deposit any of its funds, regardless of the source thereof, in any bank or other depository which is not a member of the Federal Deposit Insurance Corporation, or the successor thereof, or of a Federal Reserve Bank; PROVIDED, HOWEVER, that the Mortgagor and the Trustees may invest funds held under the respective Pollution Control Bond Indentures in the manner and subject to the limitations provided therein, without the consent of the Government. SECTION 11. The Mortgagor will not pay its directors, as such, any salaries for their services, except such as shall have been approved by the Government, provided that nothing herein contained shall preclude any director from serving the Mortgagor in any other capacity and receiving compensation therefore. Salaries and wages paid officers and employees shall be reasonable and in conformity with the usual practice of corporations of the size and nature of the Mortgagor. SECTION 12. The Mortgagor will at all times keep, and safely preserve, proper books, records and accounts in which full and true entries will be made of all of the dealings, business and affairs of the Mortgagor, in accordance with the methods and principles of accounting prescribed in the Uniform System of Accounts. The Mortgagor will prepare and furnish each of the Mortgagees not later than the 15th day of each month, or at less frequent intervals when specified by the Government, financial and statistical reports on its condition and operations. Such reports shall be in such form and include such information as may be specified by the Government, including without limitation an analysis of the Mortgagor's revenues, expenses and consumer accounts. The Mortgagor will cause to be prepared and furnished to each of the Mortgagees at least once during each 12-month period during the term hereof, a full and complete report of its financial condition as of a date (hereinafter called the "Fiscal Date") not more than 90 days prior to the date such report is furnished to the Mortgagees hereunder, and of its operations for the 12-month period ended on the Fiscal Date, in form and substance satisfactory to the Government, audited and certified by independent certified public accountants satisfactory to the Government and accompanied by a report of such audit in form and substance satisfactory to the Government. Each Mortgagee, through its representatives, shall at all times during reasonable business hours have access to, and the right to inspect and make copies of, any 98 or all books, records and accounts, and any or all invoices, contracts, leases, payrolls, cancelled checks, statements and other documents and papers of every kind belonging to or in the possession of the Mortgagor or in anywise pertaining to its property or business. SECTION 13. (a) The Mortgagor will from time to time upon written demand of any Mortgagee make, execute, acknowledge and deliver or cause to be made, executed, acknowledged and delivered all such further and supplemental indentures of mortgage, deeds of trust, mortgages, financing statements, continuation statements, security agreements, instruments and conveyances as may reasonably be requested by any Mortgagee, and take or cause to be taken all such further action as may reasonably be requested by any Mortgagee to effectuate the intention of these presents and to provide for the securing and payment of the principal of, interest on, and any and all other amounts payable under the notes equally and ratably according to the terms thereof and for the purpose of fully conveying, transferring and confirming unto the Mortgagees the property hereby conveyed, mortgaged and pledged, or intended so to be, whether now owned by the Mortgagor or hereafter acquired by it and to reflect the assignment of the rights or interests of any of the Mortgagees or of any noteholder hereunder or under any note. The Mortgagor will cause this Mortgage and any and all supplemental indentures of mortgage, mortgages and deeds of trust and every security agreement, financing statement, continuation statement and every additional instrument which shall be executed pursuant to the foregoing provisions forthwith upon execution to be recorded and filed and rerecorded and refiled as conveyances and mortgages and deeds of trust of and security interests in real and personal property in such manner and in such places as may be required by law or reasonably requested by any Mortgagee in order fully to preserve the security for the notes and to perfect and maintain the superior lien of this Mortgage and all supplemental indentures of mortgage, mortgages and deeds of trust and the rights and remedies of the Mortgagees and the noteholders. (b) In the event that the Mortgagor suffers in the future a deficit in net income, as determined in accordance with methods of accounting prescribed in section 12 of article II hereof, for any fiscal year while any of the notes are outstanding, the Mortgagor will at any time or times upon written demand of the Government, make, execute, acknowledge and deliver or cause to be made, executed, acknowledged and delivered all such further and supplemental indentures of mortgage, mortgages, security agreements, financing statements, instruments and conveyances, and take or cause to be taken all such further action, as may reasonably be requested by the Government, in order to include in this Mortgage, as Mortgaged Property, and to subject to all the terms and conditions of this Mortgage, all right, title and interest of the Mortgagor in and to, all and singular, the automobiles, trucks, trailers, tractors, aircraft, ships and other vehicles then owned by the Mortgagor, or which may thereafter be owned or acquired by the Mortgagor. From and after the time of such written demand of the Government, such vehicles shall be deemed to be part of the Mortgaged Property for all purposes hereof. SECTION 14. Any noteholder may, at any time or times in succession without notice to or the consent of the Mortgagor and upon such terms as such noteholder may prescribe, grant to any person, firm or corporation who shall have become obligated to pay all or any part of the principal of or interest on any note held by or indebtedness owed to such noteholder or who may be affected by the lien hereby created, an extension of the time for the payment of such principal or interest, and after any such extension the Mortgagor will remain liable for the payment of such note or indebtedness to the same extent as though it had at the time of such extension consented thereto in writing. SECTION 15. (a) The Mortgagor shall implement rates for electric power and energy and for other services furnished by it that are designed to provide sufficient revenue to pay all fixed and variable expenses when and as due, to provide and maintain reasonable working capital, and to maintain, on an annual basis, a TIER of not less than 1.05 and a DSC of not less than 1.00. The Mortgagor shall give ninety (90) days prior written notice to each of the Mortgagees of any proposed change in its general rate structure. (b) Within sixty (60) days following the end of each calendar year, the Mortgagor shall report, in writing, to each of the Mortgagees the TIER and DSC levels which were achieved during that calendar year. If the average of the two (2) largest annual levels achieved by the Mortgagor out of the three (3) then most recent calendar years results in a TIER of less than 1.05 or a DSC of less than 1.00, the Mortgagor shall, within ninety (90) days following the end of the calendar year, provide to each of the Mortgagees a written plan, in form and substance 99 satisfactory to the Administrator, setting forth the actions that the Mortgagor will take in order to achieve the required TIER and DSC levels on a timely basis. The Mortgagor shall take all actions pursuant to its written plan. (c) For purposes of this section 15, TIER shall be calculated as follows: add Interest on Long-term Debt (as computed for purposes of Section A, Line 22 of REA Form 12a, except that Interest on Long-term Debt shall be increased by one-third (1/3) of the amount, if any, by which the rentals of Restricted Property (as computed for purposes of Section K, Line 4 of REA Form 12h) exceed two (2) percent of Total Margins and Equities (as computed for purposes of Section B, Line 33 of REA Form 12a)) to Patronage Capital or Margins (as computed for purposes of Section A, Line 34 of REA Form 12a), and divide the total so obtained by Interest on Long-term Debt (as computed for purposes of this calculation of TIER). For purposes of this section 15, DSC shall be calculated as follows: add Depreciation and Amortization Expense (as computed for purposes of Section A, Line 20 of REA Form 12a), and Interest on Long-term Debt (computed as described in the calculation of TIER set forth in this section 15), to Patronage Capital or Margins (computed as described in the calculation of TIER set forth in this section 15) and divide the total so obtained by Debt Service Billed (computed by adding all interest and principal billed during the calendar year to one-third (1/3) of the amount, if any, by which the rentals of Restricted Property (computed as described in the calculation of TIER set forth in this section 15) exceed two (2) percent of Total Margins and Equities (computed as described in the calculation of TIER set forth in this section 15)). SECTION 15A. The Mortgagor, subject to applicable laws and rules and orders of regulatory bodies, will design its rates for electric energy and other services furnished by it with a view (i) to paying and discharging from its revenues derived from operations and from all other available funds all taxes, maintenance expenses, cost of electric energy and other operating expenses (including all expenses, other than depreciation and amortization, required to be reported on lines A.14, A.19 and A.21 of REA Form 12a) of its electric transmission and distribution system and electric generating facilities, (ii) to paying and discharging from such revenues and other available funds principal and interest on all indebtedness of the Mortgagor other than principal and interest on Long-Term Debt that is included, under part (B) of the following paragraph, in the calculation of ADSCR, (iii) to making from such revenues and other available funds all payments on Capitalized Lease Obligations (as defined below), (iv) to providing and maintaining from such revenues and other available funds reasonable working capital for the Mortgagor, and (v) to maintaining, for each fiscal year, an Annual Debt Service Coverage Ratio (herein called "ADSCR") of not less than 1.25. For any fiscal year after the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note, and the First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note are paid in full, or with the consent of the Trustees holding any such notes not paid in full, such ADSCR requirement shall be reduced to 1.15. Within 120 days following the end of each fiscal year of the Mortgagor, the Mortgagor shall file with each Mortgagee a certificate signed by its principal financial officer setting forth the computation of ADSCR for the preceding fiscal year. Not later than 30 days preceding the start of each fiscal year of the Mortgagor, the Mortgagor shall file with each of the Mortgagees a certificate signed by its principal financial officer setting forth, on an estimated basis, the computation of ADSCR for the next fiscal year. Where a change in design is proposed, the Mortgagor shall so redesign its rates to comply with the requirements of the first sentence of this paragraph. For purposes of this section, ADSCR of the Mortgagor shall be determined as follows: for each full fiscal year, (A) take the sum of (i) Net Patronage Capital or Margins (as computed in accordance with Line A.34 of REA Form 12a) plus (ii) Interest on Long-Term Debt (as computed in accordance with Line A.22 of REA Form 12a) less to the extent included in such amount, (1) any amount of Interest Charged To Construction on Line A.23 of REA Form 12a, provided that such amount has been paid or provided for other than from revenues derived from operations, (2) any amount of interest attributable to a Capitalized Lease Obligation of the Mortgagor, and (3) any other amount of interest paid from any sources other than operating revenues (including, without limitation, the 100 proceeds of the sale of property, proceeds of insurance or condemnation to the extent not included in Total Operating Revenues and Patronage Capital on Line A.4 of REA Form 12a, and Total Margins and Equities (as computed in accordance with Line B.33 of REA Form 12a)) and other than borrowed funds plus (iii) Depreciation and Amortization Expense (as computed for purposes of Line A.20 of REA Form 12a) of the Mortgagor, and (B) divide the total so obtained by an amount equal to the sum of all payments of principal and interest required to be made during such year on account of Total Long-Term Debt (as computed for purposes of Line B.36 of REA Form 12a) including interest computed in the same manner as Interest on Long-Term Debt as provided above, but not including (1) any payments of principal made from any sources other than operating revenues (including, without limitation, the proceeds of the sale of property, proceeds of insurance or condemnation to the extent not included in Total Operating Revenues and Patronage Capital on Line A.4 of REA Form 12a, and Total Margins and Equities (as computed in accordance with Line B.33 of REA Form 12a)) and other than borrowed funds, except for funds borrowed pursuant to a refinancing of the type described in (X) below, (2) any Long-Term Debt not secured prior to or on a parity with the notes under this Mortgage and (3) any payments with respect to a Capitalized Lease Obligation of the Mortgagor. For purposes of computing ADSCR on an estimated basis, the Mortgagor shall not be required to include (X) the principal payment of any Long-Term Debt with a remaining maturity of five years or less which the board of directors of the Mortgagor (i) has designated as debt attributable to construction of electric generating or transmission facilities and (ii) has certified it will use its best efforts to refinance during such fiscal year with Long-Term Debt or (Y) principal or interest payments on any Long-Term Debt which are expected to be made from any sources other than operating revenues (including, without limitation, the proceeds of the sale of property, proceeds of insurance or condemnation to the extent not included in Total Operating Revenues and Patronage Capital on Line A.4 of REA Form 12a, and Total Margins and Equities (as computed in accordance with Line B.33 of REA Form 12a)) and other than borrowed funds, except, in case of principal, for funds borrowed pursuant to a refinancing of the type described in (X) above. For purposes of this section 15A, a Capitalized Lease Obligation shall mean any lease obligation which, under the Uniform System of Accounts, is required to be shown on the balance sheet of the Mortgagor as an obligation. SECTION 16. The Mortgagor will not, in any one year, without the approval in writing of the Government, declare or pay any dividends, or pay or determine to pay any patronage refunds, or retire any Patronage Capital or make any other cash distributions (such dividends, refunds, retirements and other distributions being hereinafter collectively called "distributions") to its members, stockholders or consumers if after giving effect to any such distribution the total Equity of the Mortgagor will not equal or exceed 40 percent of its total assets and other debits; PROVIDED, HOWEVER, that the Mortgagor may nevertheless make distributions in any year up to 25 percent of the Patronage Capital and Margins received by the Mortgagor in the next preceding year where after giving effect to any such distribution the total Equity of the Mortgagor will equal or exceed 20 percent of its Total Assets and other debits, and PROVIDED, FURTHER, however, that in no event will the Mortgagor make any distributions if there is unpaid when due any installment of principal of or interest on the notes, if the Mortgagor is otherwise in default hereunder or if, after giving effect to any such distribution, the Mortgagor's Total Current and Accrued Assets would be less than its Total Current and Accrued Liabilities. For the purpose of this section, a "cash distribution" shall be deemed to include any general cancellation or abatement of charges for electric energy or services furnished by the Mortgagor, but not the repayment of a membership fee of not in excess of $100 upon termination of a membership. As used or applied in this Mortgage (1) "Equity" shall mean the aggregate of Equities and Margins (as such terms are defined in the Uniform System of Accounts) and Subordinated Indebtedness; and (2) "Subordinated Indebtedness" shall mean unsecured indebtedness of the Mortgagor payment of which shall be subordinated to the prior payment of the notes by subordination agreement in form and substance satisfactory to the Government. SECTION 17. In the event that the Mortgaged Property, or any part thereof, shall be taken under the power of eminent domain, all proceeds and avails therefrom, except to the extent that the Government shall consent to the deposit thereof by the Mortgagor in the construction fund contemplated by Account Number 131.2, shall forthwith be applied by the Mortgagor: first, to the ratable payment of any indebtedness secured by this Mortgage other than indebtedness under the notes; second, to the ratable payment of interest which shall have accrued on the notes and be unpaid; third, to the ratable payment of or on account of the then outstanding principal amount of the notes, to such installments thereof as may be designated by the respective noteholders at the time of any such payment; 101 fourth, to the ratable payment of any and all other amounts payable under the notes; and fifth, the balance shall be paid to whosoever shall be entitled thereto; PROVIDED, HOWEVER, that any noteholder other than any of the Credit Bank, the Trustees or CoBank may, and any of the Credit Bank, the Trustees and CoBank shall, if so requested by the Mortgagor, cause funds to which they may be entitled under clause third hereof to be applied by the Mortgagor to the making of a deposit in the construction fund contemplated by Account Number 131.2 instead of causing such funds being applied to the prepayment of any note held by such noteholder. SECTION 18. The Mortgagor will not at any time employ, or enter into any contract for the employment of, any general manager of the Mortgagor's system or any person exercising comparable authority to such a manager, unless such employment or such contract shall first have been approved by the Government. If, during such periods as the Mortgagor shall be in default in the making of payment or payments of principal of or interest on one or more of the notes or otherwise be in default hereunder, the Government shall at any time give notice to the Mortgagor that in its opinion such system is not being efficiently operated and shall request the termination of the employment of any such manager or person exercising comparable authority, or shall request the termination of any operating contract in respect of such system, the Mortgagor will terminate such employment or operating contract within thirty (30) days after the date of such notice. All contracts in respect of the employment of any such manager or person exercising comparable authority, or for the operation of any such system, shall contain provisions to permit compliance with the foregoing covenants, except such as have been or are approved by the Government without such provisions. SECTION 19. The Mortgagor will not permit there to exist any event of default under any agreement under which a note or other obligation of the Mortgagor secured by the lien of this Mortgage has been or will be issued, including, without limitation the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement, and the Pollution Control Loan Agreements. The Mortgagor will promptly furnish each Mortgagee with written notice of any amendment or modification of any such agreement or of any indenture under which there are or may be issued obligations secured by a pledge or assignment of any note or other obligation secured by the lien of this Mortgage, including without limitation, the Pollution Control Bond Indentures, and of the occurrence of any event of default of which the Mortgagor has knowledge under any such agreement or any such indenture. For purposes of this Mortgage, in the event of any inconsistency between the terms of this Mortgage and the terms of any such agreement or any such indenture, the terms of this Mortgage shall govern; PROVIDED, HOWEVER, that nothing contained in this Mortgage shall limit the exercise by any of the Trustees of any right or remedy provided to it in the respective Pollution Control Loan Agreements or the respective Pollution Control Bond Indentures or the respective Pollution Control Notes and that nothing contained in this Mortgage shall limit the exercise by the Credit Bank of any right or remedy provided to it in the Credit Agreement or the Credit Bank Notes. SECTION 20. The Mortgagor will promptly notify the Mortgagees in writing of any change in location of its chief place of business or the office where its records concerning accounts and contract rights are kept. SECTION 21. The Mortgagor will obtain all such rights of way, easements from landowners and releases from lienors as shall be necessary or advisable in the conduct of its business, and, if requested by the Government, deliver to the Government evidence satisfactory to the Government of the obtaining of such rights of way, easements or releases. SECTION 22. The Mortgagor will not, without the written approval of the Government, hereafter make any loan or advance to, or make any investment in, or purchase or make any commitment to purchase any stock, bonds, notes or other securities of, or guarantee, assume or otherwise become obligated or liable with respect to the obligations of, any person, firm or corporation, except (i) securities or deposits issued, guaranteed or fully insured as to payment by the United States Government or any agency thereof, (ii) Capital Term Certificates or other securities of the National Rural Utilities Cooperative Finance Corporation, (iii) Class C Stock or other securities of CoBank, (iv) capital credits resulting from the payment for power and energy purchased and actually received from a generating and transmission cooperative of which the Mortgagor is a member, and (v) such other loans, deposits, advances, investments and obligations as may from time to time be made, purchased or undertaken by the Mortgagor; PROVIDED, HOWEVER, that the aggregate cost of investments, plus the total unpaid principal amount of loans, deposits, advances and obligations, permitted under this clause (v) shall not, except as permitted by applicable 102 law, at any time exceed 3 percent of the total Utility Plant (as such term is defined in the Uniform System of Accounts) of the Mortgagor; PROVIDED, FURTHER, HOWEVER, that the Mortgagor and the Trustees may invest funds held under the Pollution Control Bond Indentures in the manner, and subject to the limitations, provided in the respective Pollution Control Bond Indentures without the consent of the Government. SECTION 23. The Mortgagor shall, and shall cause its ERISA Affiliates to, in a timely fashion, (a) comply in all material respects with all requirements of ERISA and, to the extent applicable to each Plan, the Code, including but not limited to, paying all contributions required to meet the minimum funding standards set forth in ERISA and the Code with respect to each Plan and (b) shall file and shall cause its ERISA Affiliates to file all annual reports and other disclosures required to be filed pursuant to ERISA or the Code in connection with each Plan and promptly after the filing thereof, the Mortgagor shall furnish to each Mortgagee copies of such annual reports and other disclosures. The Mortgagor shall notify each Mortgagee as soon as practicable, and in any event within ten days after the Mortgagor or any ERISA Affiliate knows or has reason to know, of the occurrence of any Reportable Event or Prohibited Transaction with respect to any Plan, or of any act or condition arising in connection with any Plan which the Mortgagor or any ERISA Affiliate believes might constitute grounds for the termination of such Plan by the PBGC, the appointment by the appropriate United States district court of a trustee to administer such Plan, or the assessment against the Mortgagor or any ERISA Affiliate of any withdrawal liability to a Multiemployer Plan and the action, if any, the Mortgagor or such ERISA Affiliate proposes to take with respect thereto. The Mortgagor shall furnish to each Mortgagee promptly upon any Mortgagee's request therefor, such additional information concerning any Plan as may be reasonably requested. The Mortgagor shall not terminate, or permit any ERISA Affiliate to terminate, any Plan so as to result in any material liability of the Mortgagor to the PBGC, or permit to exist any occurrence of any Reportable Event or any other event or condition which presents a material risk of such a termination by the PBGC of any Plan. The Mortgagor and its ERISA Affiliates shall not take any action which could result in a withdrawal or partial withdrawal from a Multiemployer Plan which could result in the assessment of any withdrawal liability against the Mortgagor or any ERISA Affiliate. For purposes of this section 23, "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and all rules and regulations from time to time promulgated thereunder; "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations from time to time promulgated thereunder; "ERISA Affiliate" means any other entity controlled by the Mortgagor (for purposes of this definition, "control," when used with respect to any specified entity, means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise); "Multiemployer Plan" shall have the meaning assigned to such term in Section 3(37) of ERISA or Section 414(f) of the Code; "PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor thereto; "Plan" shall mean an employee benefit plan maintained for employees of the Mortgagor or any ERISA Affiliate which is covered by ERISA; "Prohibited Transaction" shall mean any transaction set forth in Section 406 of ERISA or Section 4975 of the Code; and "Reportable Event" shall have the meaning given to such term in Section 4043 of ERISA and the regulations thereunder. SECTION 24. The Mortgagor shall take reasonable action to enforce the material provisions of each of the Wholesale Power Contracts described in IV of the Granting Clauses and each of its agreements with others for the purchase of electric power and energy. With respect to the Mortgagor's agreements with others for the ownership, operation or maintenance of its electric generating facilities, the Mortgagor shall take reasonable action to assure its access to its entitlement to the electric power and energy from such facilities. ARTICLE III REMEDIES OF THE MORTGAGEES AND NOTEHOLDERS SECTION 1. If one or more of the following events (hereinafter called "events of default") shall happen, that is to say: 103 (a) default shall be made in the payment of any installment of or on account of, interest on, principal of, or any and all other amounts payable under, any note or notes when and as the same shall be required to be made whether by acceleration or otherwise and written notice of such default shall have been given to the Mortgagor by any noteholder; (b) there shall occur and be continuing an event of default under the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement, or any of the Pollution Control Loan Agreements, written notice that such event is an event of default hereunder shall have been given to the Mortgagor by any noteholder, which notice may in the discretion of the noteholder giving such notice specify a period of time within which such event may be remedied, and such event shall not have been remedied within such period of time, if any, so specified in such notice; (c) default shall be made in the due observance or performance of any of the covenants, conditions or agreements on the part of the Mortgagor contained in sections 3, 4, 5, 7, 10, 16 and 22 of article II hereof, written notice of such default shall have been given to the Mortgagor by any noteholder, which notice may in the discretion of the noteholder giving such notice specify a period of time within which such default may be remedied, and such default shall not have been remedied within such period of time, if any, so specified in such notice; (d) default shall be made in the due observance or performance of any other of the covenants, conditions or agreements on the part of the Mortgagor, in any of the notes or in this Mortgage contained, and such default shall continue for a period of thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Mortgagor by any noteholder; (e) the Mortgagor shall file a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or its property, or shall institute proceedings for its reorganization or proceedings instituted by others for its reorganization shall not be dismissed within thirty (30) days after the institution thereof; (f) a receiver or liquidator of the Mortgagor or of any substantial portion of its property shall be appointed and the order appointing such receiver or liquidator shall not be vacated within thirty (30) days after the entry thereof; (g) the Mortgagor shall forfeit or otherwise be deprived of its corporate charter or franchises, permits, easements or licenses required to carry on any material portion of its business; (h) a final judgment shall be entered against the Mortgagor and shall remain unsatisfied or without a stay in respect thereof for a period of thirty (30) days; or (i) a violation of the terms of any subordination agreement delivered pursuant to section 16 of article II hereof shall have occurred, written notice that such violation is an event of default hereunder shall have been given to the Mortgagor by any noteholder, which notice may in the discretion of the noteholder giving such notice specify a time period within which such violation may be remedied, and such violation shall not have been remedied within such period of time, if any, so specified in such notice; then in each and every such case the Government, to the extent permitted by applicable state law on behalf of all the noteholders, may, in its discretion: (aa) without protest, presentment or demand, declare all unpaid principal of and accrued interest on and other amounts payable under the notes to be due and payable immediately; and upon any such declaration all such unpaid principal and accrued interest so declared to be due and payable shall become and be due and payable immediately, anything contained herein or in any note or notes to the contrary notwithstanding; (bb) take immediate possession of the Mortgaged Property, collect and receive all credits, outstanding accounts and bills receivable of the Mortgagor and all rents, income, revenues and profits pertaining to or 104 arising from the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable; (cc) proceed to protect and enforce the rights of the Mortgagees and the rights of the noteholder or noteholders under this Mortgage by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein or in aid of the execution of any power herein granted or for the foreclosure hereof or hereunder or for the sale of the Mortgaged Property, or any part thereof, or to collect the debts hereby secured or for the enforcement of such other or additional appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred, and in the event of the institution of any such action or suit the Government and the then majority noteholders shall each have the right, irrespective of the adequacy of the security, to have appointed a single receiver of the Mortgaged Property and of all rents, income, revenues and profits pertaining thereto or arising therefrom derived, received or had from the time of the commencement of such suit or action, and such receiver shall have all the usual powers and duties of receivers in like and similar cases, to the fullest extent permitted by law, and if the Government or the then majority noteholders shall make application for the appointment of a receiver the Mortgagor hereby expressly consents that the court to which such application shall be made may, irrespective of the adequacy of the security, make said appointment; (dd) sell or cause to be sold all and singular the Mortgaged Property or any part thereof, and all right, title, interest, claim and demand of the Mortgagor therein or thereto, at public auction or otherwise, as may be prescribed or permitted, and in the manner prescribed or permitted, by applicable law; and (ee) In addition to and independently of any other provision set forth in this section 1 of article III hereof with respect to the power of the Government upon the occurrence of an event of default, Mortgagor hereby grants to the Government and to the other Mortgagees and noteholders jointly and severally (but in the case of such other Mortgagees and noteholders, subject to the limitations on the exercise thereof specified in the final paragraph of this subsection (ee)) the following irrevocable power of attorney: To sell all or any part of the Mortgaged Property at auction, at the usual place for conducting sales at the Court House in the County of the State where the Mortgaged Property or any part thereof is located, to the highest bidder for cash, after advertising the time, terms and place of such sale once a week for four consecutive calendar weeks immediately preceding such sale (but without regard to the number of days) in a newspaper published in the County of the State where the Mortgaged Property or any part thereof is located, or in the paper in which the Sheriff's advertisements for such County are published, all other notice being hereby waived by the Mortgagor, and the Government (and such other Mortgagees or noteholders, as the case may be) may bid and purchase at such sale, and the Government (and such other Mortgagees or noteholders, as the case may be) may thereupon execute and deliver to the purchaser or purchasers at such sale a sufficient conveyance of the Mortgaged Property or part thereof in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Government (or such other Mortgagees or noteholders, as the case may be) the agent and attorney-in-fact of the Mortgagor to make such recitals, and hereby covenants and agrees that the recitals so made by the Government (or such other Mortgagees or noteholders, as the case may be) shall be binding and conclusive upon the Mortgagor and that the conveyance to be made by the Government (or such other Mortgagees or noteholders, as the case may be) shall be effectual to bar any equity of redemption of the Mortgagor in and to said property, and the Government (or such other Mortgagees or noteholders, as the case may be) shall collect the proceeds of such sale and apply the same as provided herein. The Mortgagor further covenants that in case of a sale as hereinbefore provided, the Mortgagor or any person in possession under the Mortgagor shall then become and be tenants holding over and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed, in accordance with the provisions of law applicable to tenants holding over. 105 The power and agency hereby granted are coupled with an interest and are irrevocable by death, dissolution, or otherwise and are granted as cumulative to the remedies of collection of the indebtedness evidenced by any note or notes as provided by law and in the foregoing provisions hereof. The Government (or such other Mortgagees or noteholders, as the case may be) may adjourn from time to time any sale to be made by it under the provisions of this section, or cause the same to be adjourned, by announcement at the time and place appointed for such sale or sales; and without further notice or publication (unless otherwise required by law), such sale may be made at the time and place to which the same shall be so adjourned. MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF GEORGIA OR THE CONSTITUTION OF THE UNITED STATES OF AMERICA TO NOTICE OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS MORTGAGE TO ANY MORTGAGEE OR NOTEHOLDER AND MORTGAGOR WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE PROVISIONS OF THIS MORTGAGE ON THE GROUND (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. ALL WAIVERS BY MORTGAGOR IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY, AFTER MORTGAGOR HAS BEEN FIRST INFORMED BY COUNSEL OF ITS OWN CHOOSING AS TO POSSIBLE ALTERNATIVE RIGHTS, AND HAVE BEEN MADE AS AN INTENTIONAL RELINQUISHMENT AND ABANDONMENT OF A KNOWN RIGHT AND PRIVILEGE. INITIALED: For all purposes hereunder, the power of sale granted in this subsection (ee) shall be exercised by Mortgagees or noteholders other than the Government only in the event that such other Mortgagees or noteholders may exercise such power of sale pursuant to the provisions of section 2 of article III hereof or an amendment hereto specifically authorizing such exercise. SECTION 2. (a) Upon the expiration of 30 days after the happening of an event or events of default, any right or remedy herein or by law conferred which the Government shall not have proceeded to exercise or enforce may, to the extent permitted by applicable state law, be exercised and enforced, on behalf of all noteholders, by the holder or holders of notes the aggregate then outstanding principal amount of which is not less than 33 1/3 percent of the aggregate then outstanding principal amount of all notes. (b) (1) Notwithstanding the remedial rights of the Government provided for in section 1 of this article III and of the holder or holders of notes the aggregate then outstanding principal amount of which is not less than 33 1/3 percent of the aggregate then outstanding principal amount of all notes provided for in subsection 2(a) of this article III, if, in the opinion of counsel satisfactory to the Government, which opinion shall be satisfactory in form and substance to the Government and delivered in writing to the Mortgagor, the Government may not lawfully act on behalf and for the benefit of all noteholders other than the Government, any other Mortgagee shall have the right to exercise any right and remedy described in section 1 of this article III: (i) immediately upon the Government's exercise of any right or remedy hereunder; or (ii) on a date 120 days or more after the occurrence of an event of default, which is then continuing, if the Government has failed, prior to such date, to exercise any right or remedy hereunder. (2) Furthermore, notwithstanding the provisions of section 1 of this article III and subsections (a) and (b)(1) of this section, upon the occurrence of (i) any event of default described in section 1(a) of this article III with respect to any CoBank Note, or (ii) any event of default described in section 1(e) or 1(f) of this article III, if the respective event of default referred to in either clause (i) or clause (ii) of this subsection shall not have been cured upon the expiration of ninety (90) days after the initial occurrence of such event of default, then CoBank may forthwith exercise on behalf of all noteholders any right or remedy described in section 1 of this article III. 106 (3) Furthermore, notwithstanding the provisions of section 1 of this article III and subsections (a) and (b)(1) of this section, upon the occurrence of any event of default described in section 1(a) of this article III with respect to any Credit Bank Note, if such event of default shall not have been cured upon the expiration of 300 days after the occurrence of such event of default, and if the Credit Bank shall, in writing, request the Government to seek the appointment of a receiver of the Mortgaged Property as described in section 1(cc) of this article III, the Government shall, on or before the expiration of 60 days from the date of such written request, exercise such remedy on behalf of all noteholders if, and to the extent, permitted by applicable law. If the Government fails to exercise such remedy at such time, and if all payments in respect of principal and interest which shall have then become due and payable by the terms of such Credit Bank Note or Credit Bank Notes (other than as a result of an acceleration) shall not have been paid to the Credit Bank, the Credit Bank may forthwith exercise such remedy on behalf of all noteholders. If, upon the expiration of 720 days after the occurrence of such event of default described in section 1(a) of this article III with respect to any Credit Bank Note, all payments in respect of principal and interest which shall have then become due and payable by the terms of such Credit Bank Note or Credit Bank Notes (other than as a result of an acceleration) shall not have been paid to the Credit Bank, the Credit Bank may forthwith exercise on behalf of all noteholders any right or remedy described in section 1 of this article III. The Credit Bank shall not be entitled to exercise and enforce any remedies under this Mortgage except as set forth in this section 2. (4) Nothing in this Mortgage contained shall affect or impair the right existing other than under this Mortgage of any holder of any note which may be secured hereby to enforce the payment of the principal of or interest on and other amounts payable under such note on the date or dates any such interest or principal or other amounts shall become due and payable whether by acceleration or otherwise in accordance with the terms of such note; PROVIDED, HOWEVER, that no acceleration by any holder of any note other than the Government shall be effective unless in accordance with sections 2(b) or 2(c) of this article III. Nothing contained in this Mortgage shall affect or impair the ability of the Credit Bank to pursue any and all remedies available to the Credit Bank under the Credit Agreement or the Credit Bank Notes. (c) Notwithstanding the provisions of subsections (a) and (b) of this section or anything else to the contrary contained herein, if one or more of the above events of default occurs and if in addition an event of default exists under any Pollution Control Bond Indenture, then in each and every such case the Trustee acting under such Pollution Control Bond Indenture, to the extent permitted by applicable state law on behalf of the holders of the Pollution Control Notes relating thereto, may, in its discretion, and shall, if directed by the holders of not less than 50 percent in aggregate principal amount of the Pollution Control Bonds then outstanding which have been authorized and delivered under such Pollution Control Bond Indenture, without protest, presentment or demand, declare all unpaid principal of, accrued interest on, and any and all other amounts payable under the Pollution Control Notes issued in respect of such Pollution Control Bonds to be due and payable immediately, and upon any such declaration and upon notice of such declaration delivered to the Mortgagor and all other Mortgagees, all such unpaid principal, accrued interest, and other amounts so declared to be due and payable shall become and be due and payable immediately; PROVIDED, HOWEVER, that said Trustee shall rescind any such declaration upon the written request of the then majority noteholders unless at the time of such request a holder of any note other than any Pollution Control Note has hereunder validly and effectively declared all unpaid principal of and accrued interest on such note to be due and payable immediately and such declaration remains valid and in effect. In case of any such rescission the above-referenced Trustee, holders of the Pollution Control Bonds and holders of the Pollution Control Notes issued in respect of such Pollution Control Bonds shall be restored to their former positions and rights hereunder respectively; but no such rescission shall extend to any subsequent or other default or event of default or impair any right consequent thereon, nor shall such rescission extend to any instance in which the holder of any note other than a Pollution Control Note has subsequent to such rescission declared all unpaid principal of and accrued interest on such other note to be due and payable immediately. (d) Notwithstanding anything to the contrary contained herein, if a default or defaults under section 1(a) of article III shall exist with respect to one or more Pollution Control Notes for a period of one continuous year, and if during such one-year period (i) neither the Government nor CoBank exercises its respective rights under this article III to take possession of the Mortgaged Property and to manage, control and operate the Mortgaged Property, and (ii) no receiver of the Mortgaged Property is appointed under section 1(cc) of article III; then in any such case the holder of such note or notes shall on behalf of all noteholders be entitled as a matter of right, upon application 107 to a court of competent jurisdiction, to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues and profits pertaining thereto or arising therefrom derived, received or had by the Mortgagor, and such receiver shall have all the usual powers and duties of receivers in like and similar cases, to the fullest extent permitted by law, and if any such holder shall make application for the appointment of a receiver under this paragraph (d) of section 2 of article III, the Mortgagor hereby expressly consents that the court to which such application shall be made may, irrespective of the adequacy of the security, make said appointment. Any application of funds by such receiver to payments in respect of notes shall be governed by section 5 of article III of this Mortgage. In the event of the appointment of a receiver under this paragraph (d) of section 2 of article III, the Government will give any consent to or approval of the rates, rents or other charges for electric power and energy prescribed by such receiver which consent or approval may be required pursuant to any contract or instrument to which the Mortgagor shall be a party, within thirty (30) days after delivery to the Government of a certificate of the receiver stating that such rates, rents or other charges are necessary to produce revenues which shall be sufficient, but only sufficient, with the revenues of the Mortgagor from all other sources, to meet the cost of operation and maintenance (including, without limitation, replacements, insurance, taxes and administrative and general overhead expenses) of the generating plant, transmission system and related facilities of the Mortgagor, the cost of any power and energy purchased for resale by the Mortgagor, the cost of transmission service, and to make payments on account of principal of and interest on all indebtedness of the Mortgagor. At such time as there exists no default or defaults under section 1(a) of article III with respect to any Pollution Control Note, such receiver shall be discharged by the court and shall surrender possession and control of the Mortgaged Property to the Mortgagor. The rights of the noteholders and of any receiver under this section 2 shall be subject to any federal or state law, regulation, license or permit applicable to the operation of the Mortgaged Property. SECTION 3. The Mortgagor covenants that it will give immediate written notice to the Mortgagees and to all noteholders of the occurrence of an event of default of which it has knowledge hereunder or under any of the Pollution Control Bond Indentures or in the event that any right or remedy described in clauses (aa) through (ee) of section 1 of this article III or clauses (a) through (d) of section 2 of this article III or any right or remedy described in any of the Pollution Control Bond Indentures is exercised or enforced, or any action is taken to exercise or enforce any such right or remedy. Each Mortgagee covenants that it will give immediate written notice to the other Mortgagees of the occurrence of an event of default hereunder, under any of the Pollution Control Bond Indentures of which it has knowledge or in the event that such Mortgagee exercises or enforces any right or remedy described in said clauses (aa) through (ee) or said clauses (a) through (d) or described in any of the Pollution Control Bond Indentures, or takes any action to exercise or enforce any such right or remedy. The Trustees further covenant that they will give immediate written notice to the other Mortgagees of any use of moneys in any Reserve Fund established under the Pollution Control Bond Indentures for the payment of the principal of, premium, if any, and interest on any bonds issued pursuant to any such Pollution Control Bond Indenture. SECTION 4. At any sale hereunder any noteholder or noteholders shall have the right to bid for and purchase the Mortgaged Property, or such part thereof as shall be offered for sale, and any noteholder or noteholders purchasing Mortgaged Property or any part thereof at such sale may, if permitted by law and after allowing for the proportion of the total purchase price required to be paid in cash, if any, for the cost and expenses of sale, compensation and other charges incident thereto, apply the balance of principal and interest then due under the note or notes held by such noteholder or noteholders against the purchase price of the Mortgaged Property so purchased, in lieu of cash, up to the amount which shall, upon distribution of the net proceeds of such sale, be payable with respect to the note or notes held by such noteholder or noteholders, and such amount so applied shall be credited as a payment on account of principal of and interest on the note or notes held by such noteholder or noteholders. SECTION 5. Any proceeds or funds arising from the exercise of any rights or the enforcement of any remedies herein provided after the payment or provision for the payment of any and all costs and expenses incurred in connection with the exercise of such rights or the enforcement of such remedies and any other sums received by the Mortgagees, the disposition of which is not otherwise herein specifically provided for, shall be applied first, to the payment of indebtedness hereby secured other than under the notes; second, to the ratable payment of interest which shall have accrued on the notes and which shall be unpaid; third, to the ratable payment of or on account of the then outstanding principal amount of the notes; fourth, to the ratable payment of any and all other amounts 108 payable under the notes; and the balance, if any, shall be paid to whosoever shall be entitled thereto. Any proceeds or funds collected by the Government under this Mortgage for the account or benefit of, or which are distributable or attributable to, any holder of a note other than an REA Note or a Guaranteed Note shall be held by the Government in trust for the benefit of such holder, and in no event shall be deemed to be moneys received for the use of the United States of America, or moneys of the United States of America, as contemplated by 31 U.S.C.A. (S)3302(b) (West 1983) or 31 U.S.C.A. (S) 3302(c) (West Supp. 1989). SECTION 6. Every right or remedy herein conferred upon or reserved to the Mortgagees or to the noteholders shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law, or in equity, or by statute. The pursuit of any right or remedy hereunder shall not be deemed to be an election and shall not preclude the pursuit of any other right or remedy. SECTION 7. The Mortgagor, for itself and all who may claim through or under it, covenants that it will not at any time insist upon or plead, or in any manner whatever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in any locality where any of the Mortgaged Property may be situated, and the Mortgagor, for itself and all who may claim through or under it, hereby waives the benefit of all such laws unless such waiver shall be forbidden by law. SECTION 8. If at any time after an event of default and prior to the institution of foreclosure proceedings, all payments in respect of principal and interest which shall have become due and payable by the terms of the notes shall be paid to the respective noteholders, and all other defaults hereunder and under the notes shall have been cured, together with reimbursement for any resulting expense or damage, to the satisfaction of all the noteholders, together with interest at the rate per annum charged by the party making such advance, but no higher than the highest rate permitted by applicable law, then and in every such case, the Mortgagee or Mortgagees or the noteholder or noteholders, as the case may be, who shall have instituted any of the foregoing remedies shall, by written notice to the Mortgagor, waive such default or defaults, but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. SECTION 9. For purposes of this article III, to the extent permitted by applicable state law, each noteholder appoints the Mortgagee or Mortgagees exercising any remedy as above provided as its attorney(s)-in-fact for such purpose. The power and agency hereby granted are coupled with an interest and are irrevocable by death, dissolution or otherwise. SECTION 10. Nothing herein contained shall be deemed to authorize the Mortgagees to authorize or consent to or accept or adopt on behalf of any noteholder any plan of reorganization, arrangement, adjustment or composition affecting the notes or the rights of any holder thereof, or to authorize the Mortgagees to vote in respect of the claim of any noteholder in any such proceeding. SECTION 11. Any rights of action and claims under this Mortgage or the notes may be prosecuted and enforced by the Mortgagee or Mortgagees prosecuting and enforcing the same without the possession of any of the notes or the production thereof in any proceeding relating thereto, and, to the extent permitted by applicable state law, any such proceeding instituted by any Mortgagee shall be brought in its own name as attorney-in-fact for the noteholders, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Mortgagees, their agents and counsel (but only to the extent actually incurred), be for the ratable benefit of the noteholders in respect of which such judgment had been recovered. ARTICLE IV POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE SECTION 1. Until some one or more of the events of default shall have happened, the Mortgagor shall be suffered and permitted to retain actual possession of the Mortgaged Property, and to manage, operate and use the same and any part thereof, with the rights and franchises appertaining thereto, and to collect, receive, take, use and 109 enjoy the rents, revenues, issues, earnings, income, products and profits thereof or therefrom, subject to the provisions of this Mortgage. SECTION 2. The assignments to the Mortgagees of all of the Mortgagor's right, title and interest in, to and under contracts, licenses, franchises, ordinances, privileges, permits, chattel paper, contract rights, leases, subleases, agreements for the charter and subcharter of ships or other vessels (hereinafter collectively referred to in this section 2 as the "assigned items"), to the extent set forth in the granting clauses of this Mortgage, constitutes an assignment for security purposes. Notwithstanding the preceding sentence, so long as no event of default has occurred and is continuing hereunder, the Mortgagor shall be suffered and permitted, to the exclusion of the Mortgagees, to exercise in its own name all rights, powers and privileges under all of the assigned items to the same extent as if no assignment had been contained in this Mortgage. Notwithstanding any other provision of this Mortgage to the contrary, the Mortgagor shall at all times remain liable under each of the assigned items to perform all of its duties and obligations thereunder to the same extent as if there had been no assignment contained in this Mortgage. Furthermore, (i) neither the assignment under this Mortgage nor the exercise by the Mortgagees of the rights assigned hereunder shall cause the Mortgagees to become subject to any obligation or liability under any of the assigned items, or release the Mortgagor from any of its duties or obligations under any of the assigned items, or any instrument or document relating thereto, except to the extent such exercise by any Mortgagee shall constitute performance of such duties or obligations, and (ii) no Mortgagee shall have any obligation by reason of the assignment under this Mortgage to make any inquiry as to the sufficiency or authorization for any payments received by it or to take any other action to collect or enforce any claim for payment assigned hereunder. SECTION 3. If the Mortgagor shall well and truly pay or cause to be paid the whole amount of the principal of and interest on the notes at the times and in the manner therein provided, according to the true intent and meaning thereof, and shall also pay or cause to be paid all other sums payable under the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement, the Pollution Control Loan Agreements and hereunder by the Mortgagor and shall well and truly keep and perform, according to the true intent and meaning of this Mortgage, all covenants herein required to be kept and performed by it, then and in that case, this instrument shall be cancelled and surrendered, it being intended by the parties hereto that this instrument shall operate as a deed to secure debt and not as a mortgage. In any event, each noteholder, upon payment in full to him by the Mortgagor of all principal of and interest on any note held by him and the payment and discharge by the Mortgagor of all charges due to such noteholder under such noteholder's note(s) hereunder, shall execute and deliver to the Mortgagor such instrument of satisfaction, discharge, release or reconveyance as shall be required by law in the circumstances. ARTICLE V MISCELLANEOUS SECTION 1. It is hereby declared to be the intention of each of the parties hereto that all electric generating plants and appurtenances thereto, transmission and distribution lines or systems, embraced in the Mortgaged Property, including, without limitation, all rights of way and easements granted or given to the Mortgagor or obtained by it to use real property in connection with the construction, operation or maintenance of such plants, lines, or systems, and all service and connecting lines, poles, posts, cross arms, wires, cables, conduits, mains, pipes, tubes, transformers, insulators, meters, electrical connections, lamps, fuses, junction boxes and fixtures forming part of, or used in connection with, such plants, lines, or systems, and all other property physically attached to any of the foregoing-described property, shall be deemed to be real property. SECTION 2. All of the covenants, stipulations, promises, undertakings and agreements herein contained by or on behalf of the Mortgagor shall bind its successors and assigns, whether so specified or not, and all titles, rights and remedies hereby granted to or conferred upon the Mortgagees shall, subject to the provisions of section 9 of this article V, pass to and inure to the benefit of the successors and assigns of the Mortgagees and shall be deemed to be granted or conferred for the ratable benefit and security of all who shall from time to time be the holders of 110 notes executed and delivered as herein provided. The Mortgagor and each of the Mortgagees hereby agree to execute and deliver such consents, acknowledgements and other instruments as may be reasonably requested by any of the Mortgagees or any noteholder in connection with any assignment of the rights or interests of any Mortgagee or any noteholder hereunder or under the notes. The Pollution Control Notes may be assigned or otherwise transferred without the consent of the Government, and the Mortgagor and each of the Mortgagees hereby agree to execute and deliver such acknowledgements or other instruments as may be reasonably requested by any of the Trustees or the holder of any Pollution Control Note in connection with any assignment of the rights or interests of any of the Trustees or holder of any Pollution Control Note. Notwithstanding the foregoing, no sale, assignment or transfer of any CoBank Notes, and no assignment of any right or power of CoBank hereunder, shall be effective as against the Government or the Mortgagor, unless such sale, assignment or transfer shall have been previously approved in writing by the Government, it being understood that (a) no such approval shall be required for or in connection with any assignment, transfer, mortgage, hypothecation or pledge (hereinafter called a "security interest") by CoBank of any CoBank Notes or any right or power of CoBank, either as Mortgagee or noteholder, in connection with a borrowing by CoBank, provided that under the terms thereof the rights and powers of CoBank under this Mortgage shall be exercised by CoBank unless and until a default by CoBank exists under the terms governing such security interest and that the restrictions herein contained shall not apply to any sale, assignment, transfer or other disposition pursuant to the terms governing such security interest and shall not apply to any such disposition by any person other than CoBank, and (b) that no such approval shall be required for or in connection with any participation by CoBank with a Farm Credit Institution pursuant to and in accordance with the Farm Credit Act of 1971, as amended, and the rules and regulations promulgated thereunder by the Farm Credit Administration. Notwithstanding the foregoing, no sale, assignment or transfer of any Credit Bank Notes, and no assignment of any right or power of the Credit Bank hereunder, shall be effective as against the Government or the Mortgagor, unless such sale, assignment or transfer shall have been previously approved in writing by the Government. The Government and the Mortgagor hereby acknowledge and agree that the Credit Bank may, without first obtaining the prior written approval of the Government or the Mortgagor, assign and transfer rights to receive proceeds under the Credit Agreement, the Credit Bank Notes and hereunder to other financial institutions as described in section 3.02(c) of the Credit Agreement and to transfer any or all of the Letters of Credit issued by the Credit Bank's New York Branch to any other branch or agency of the Credit Bank. SECTION 3. The descriptive headings of the various articles of this Mortgage were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. SECTION 4. All demands, notices, reports, approvals, designations, or directions required or permitted to be given hereunder shall be in writing and shall be deemed to be properly given if mailed by registered mail addressed to the proper party or parties at the following addresses: As to the Mortgagor: Oglethorpe Power Corporation 2100 East Exchange Place P.O. Box 1349 Tucker, Georgia 30085-1349 As to the Mortgagees: The Government: Rural Electrification Administration U.S. Department of Agriculture Washington, D.C. 20250-1500 CoBank: National Bank for Cooperatives Suite 1900 200 Galleria Parkway Atlanta, Georgia 30339 111 The Credit Bank: Credit Suisse Tower 49 12 E. 49th Street New York, New York 10017 Attention: Public Finance Department The Trustees: Trust Company Bank P.O. Box 4625 Atlanta, Georgia 30302 and as to any other person, firm, corporation or governmental body or agency having an interest herein by reason of being the holder of any note or otherwise, at the last address designated by such person, firm, corporation, governmental body or agency to the Mortgagor and the Mortgagees. The Mortgagor or the Mortgagees may from time to time designate to each other a new address to which demands, notices, reports, approvals, designations or directions may be addressed and from and after any such designation the address designated shall be deemed to be the address of such party in lieu of the address hereinabove given. SECTION 5. The invalidity of any one or more phrases, clauses, sentences, paragraphs or provisions of this Mortgage shall not affect the remaining portions hereof, nor shall any such invalidity as to one Mortgagee or as to any holder of notes hereunder affect the rights of any other Mortgagee or any other holder of notes. SECTION 6. GLOSSARY OF TERMS The following terms shall for all purposes under this Mortgage have the meanings herein specified, except as otherwise expressly provided or unless the context otherwise requires: "ACCOUNT NUMBER" shall mean an Account Number included in the Uniform System of Accounts as of December 1, 1989; any reference to a specific Account Number shall include any other Account Number which may be thereafter prescribed by REA with respect to the information contemplated by such specified Account Number, and, if no Account Number shall be applicable after such date to the accounts of the Mortgagor for the information contemplated by such specified Account Number, such reference shall apply to the corresponding information otherwise determined in an appropriate manner. "ACT" shall mean the Rural Electrification Act of 1936, as amended, including without limitation the amendment thereof of May 11, 1973, by P.L. 93-32 (7 U.S.C.A. (S)(S)901-950b (West 1980 & Supp. 1991)). "ADDITIONAL COBANK NOTES" shall mean all additional notes and refunding, renewal and substitute notes which may from time to time be executed and delivered by the Mortgagor to CoBank pursuant to the CoBank Loan Agreements and approved in writing by the Government pursuant to section 1 of article 1, hereof. "ADDITIONAL CREDIT BANK NOTES" shall mean any Credit Bank Notes other than the First Credit Bank Note which may from time to time be executed and delivered by the Mortgagor to the Credit Bank pursuant to the Credit Agreement, and approved in writing by the Government pursuant to section 1 of article I hereof. "ADDITIONAL GUARANTEED NOTES" shall mean all additional notes and refunding, renewal and substitute notes which may from time to time be executed and delivered by the Mortgagor to the Government to evidence obligations of the Mortgagor to the Government on account of the guaranteeing by the Government, pursuant to the Act, of the repayment by the Mortgagor of a loan or loans made by a third party or parties to the Mortgagor or made by a third party or parties to another third party or parties and assumed by the Mortgagor. "ADDITIONAL NOTES" shall mean the Additional REA Notes, the Additional Guaranteed Notes, the Additional Pollution Control Notes, the Additional Credit Bank Notes and the Additional CoBank Notes. 112 "ADDITIONAL OGLETHORPE-APPLING BONDS" shall mean Additional Oglethorpe-Appling (1978 Bond Indenture) Bonds, Additional Oglethorpe-Appling (1984 Bond Indenture) Bonds, Additional Oglethorpe-Appling (1985 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1993 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-APPLING (1978 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Appling (1978 Bond Indenture) Bonds of any series other than 1978 Oglethorpe-Appling (1978 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-APPLING (1984 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Appling (1984 Bond Indenture) Bonds of any series other than 1984 Oglethorpe-Appling (1984 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Appling (1985 Bond Indenture) Bonds of any series other than 1985 Oglethorpe-Appling (1985 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Appling (1993 Bond Indenture) Bonds of any series other than 1993 Oglethorpe-Appling (1993 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean Additional Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes and Additional Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes. "ADDITIONAL OGLETHORPE-APPLING (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Appling 1978 Trustee pursuant to the Oglethorpe-Appling 1978 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-APPLING (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Appling 1984 Trustee pursuant to the Oglethorpe-Appling 1984 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Appling 1985 Trustee pursuant to the Oglethorpe-Appling 1985 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Appling 1993 Trustee pursuant to the Oglethorpe-Appling 1993 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE BONDS" shall mean Additional Oglethorpe-Burke (1982 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1984 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1984B Bond Indenture) Bonds, Additional Oglethorpe-Burke (1985 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1989 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1992A Bond Indenture) Bonds, Additional Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, Additional Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Additional Oglethorpe-Burke (1993B Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1982 Bond Indenture) Bonds of any series other than 1982 Oglethorpe-Burke (1982 Bond Indenture) Bonds. 113 "ADDITIONAL OGLETHORPE-BURKE (1984 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1984 Bond Indenture) Bonds of any series other than 1984 Oglethorpe-Burke (1984 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1984B BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1984B Bond Indenture) Bonds of any series other than 1984 Oglethorpe-Burke (1984B Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1985 Bond Indenture) Bonds of any series other than 1985 Oglethorpe-Burke (1985 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1989 Bond Indenture) Bonds of any series other than 1992 Oglethorpe-Burke (1989 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1992A Bond Indenture) Bonds of any series other than 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds of any series other than 1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds of any series other than 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean all Oglethorpe-Burke (1993B Bond Indenture) Bonds of any series other than 1993 Oglethorpe-Burke (1993B Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean Additional Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, Additional Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes and Additional Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes. "ADDITIONAL OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1982 Trustee pursuant to the Oglethorpe-Burke 1982 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1984 Trustee pursuant to the Oglethorpe-Burke 1984 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1984B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1984B Trustee pursuant to the Oglethorpe-Burke 1984B Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1985 Loan Agreement) 114 Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1985 Trustee pursuant to the Oglethorpe-Burke 1985 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1989 Trustee pursuant to the Oglethorpe-Burke 1989 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1992A Trustee pursuant to the Oglethorpe-Burke 1992A Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1992 (1993A) Trustee pursuant to the Oglethorpe-Burke 1992 (1993A) Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1992 (1994A) Trustee pursuant to the Oglethorpe-Burke 1992 (1994A) Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Burke 1993B Trustee pursuant to the Oglethorpe-Burke 1993B Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-HEARD BONDS" shall mean Additional Oglethorpe-Heard (1978 Bond Indenture) Bonds and Additional Oglethorpe-Heard (1993 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-HEARD (1978 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Heard (1978 Bond Indenture) Bonds of any series other than 1978 Oglethorpe-Heard (1978 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Heard (1993 Bond Indenture) Bonds of any series other than 1993 Oglethorpe-Heard (1993 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean Additional Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes and Additional Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes. "ADDITIONAL OGLETHORPE-HEARD (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Heard 1978 Trustee pursuant to the Oglethorpe-Heard 1978 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. 115 "ADDITIONAL OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Heard 1993 Trustee pursuant to the Oglethorpe-Heard 1993 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-MONROE BONDS" shall mean Additional Oglethorpe-Monroe (1982 Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean all Oglethorpe-Monroe (1982 Bond Indenture) Bonds of any series other than 1982 Oglethorpe-Monroe (1982 Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean all Oglethorpe-Monroe (1992A Bond Indenture) Bonds of any series other than 1992 Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "ADDITIONAL OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean Additional Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and Additional Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes. "ADDITIONAL OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Monroe 1982 Trustee pursuant to the Oglethorpe-Monroe 1982 Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean all Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes other than the First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note which may from time to time be executed and delivered by the Mortgagor to the Oglethorpe-Monroe 1992A Trustee pursuant to the Oglethorpe-Monroe 1992A Loan Agreement, and approved in writing by the Government pursuant to section 1 of article I, hereof. "ADDITIONAL POLLUTION CONTROL BONDS" shall mean the Additional Oglethorpe-Appling Bonds, Additional Oglethorpe-Burke Bonds, Additional Oglethorpe-Heard Bonds and Additional Oglethorpe-Monroe Bonds. "ADDITIONAL POLLUTION CONTROL NOTES" shall mean the Additional Oglethorpe-Appling Pollution Control Notes, Additional Oglethorpe-Burke Pollution Control Notes, Additional Oglethorpe-Heard Pollution Control Notes and Additional Oglethorpe-Monroe Pollution Control Notes. "ADDITIONAL REA NOTES" shall mean all additional notes and refunding, renewal and substitute notes which may from time to time be executed and delivered by the Mortgagor to the Government to evidence (i) loans made by the Government, acting through the Administrator, to the Mortgagor or (ii) indebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a third party or parties to the Government created by a loan or loans theretofore made by the Government, acting through the Administrator, to such third party or parties. "ADMINISTRATOR" shall have the meaning specified in section 10 of article V hereof. "ADSCR" shall have the meaning specified in section 15A of article II hereof. "APPLING AUTHORITY" shall mean the Development Authority of Appling County (Georgia). "BURKE AUTHORITY" shall mean the Development Authority of Burke County (Georgia). "CASH DISTRIBUTION" shall have the meaning specified in section 16 of article II hereof. 116 "CERTIFICATE OF AN INDEPENDENT ENGINEER" shall mean a certificate signed and verified by an independent engineer appointed by the Mortgagor and approved by the Mortgagee or Mortgagees who are entitled to receive such certificate, which approval shall not be unreasonably withheld. "COBANK" shall mean, from and after January 1, 1989, the National Bank for Cooperatives, a bank chartered by the Government and supervised and examined by the Farm Credit Administration, an independent agency of the Government, successor by merger to Columbia Bank for Cooperatives and other banks for cooperatives, and before January 1, 1989, Columbia Bank for Cooperatives. "COBANK LOAN AGREEMENTS" shall mean the First CoBank Transmission Loan Agreement, the Second CoBank Transmission Loan Agreement and any additional loan agreements (including any amendments or supplements thereto) hereafter made between the Mortgagor and CoBank, which have been approved by the Government in writing, pursuant to which the Mortgagor may borrow additional funds from CoBank, to be evidenced by CoBank Notes secured by this Mortgage. "COBANK NOTES" shall mean the First CoBank Transmission Note, the Second CoBank Transmission Note and any Additional CoBank Notes. "CONTEMPORANEOUS LOAN" shall mean a loan made pursuant to a loan agreement or agreements providing for a loan or loans secured by the Mortgage, the making of which by either lender is conditioned upon the making of a loan, therein described, by the other lender. "CREDIT AGREEMENT" shall mean that certain First Amended and Restated Letter of Credit Reimbursement Agreement dated as of June 1, 1992 (including any amendments or supplements thereto) between the Mortgagor and the Credit Bank. "CREDIT BANK" shall mean Credit Suisse, a banking corporation organized and existing under the laws of Switzerland, acting by and through its New York Branch. "CREDIT BANK NOTES" shall mean the First Credit Bank Note and any Additional Credit Bank Notes. "DISTRIBUTION" shall have the meaning specified in section 16 of article II hereof. "DSC" shall have the meaning specified in section 15 of article II hereof. "ENGINEER" shall mean a partnership, corporation or other business entity engaged in the engineering profession or an individual who is a practicing engineer. "EQUITY" shall have the meaning specified in section 16 of article II hereof. "EVENTS OF DEFAULT" shall have the meaning specified in section 1(a) through 1(i) of article III hereof. "FAIR VALUE TO THE MORTGAGOR", when used with respect to any particular property, shall mean the fair value to the Mortgagor of such property as of a date not more than ninety (90) days prior to the date of any transaction with respect to which the "fair value to the Mortgagor" of such property must be determined. "FIRST COBANK TRANSMISSION LOAN AGREEMENT" shall mean that certain loan agreement dated as of December 30, 1983 (including any amendments or supplements thereto) between the Mortgagor and CoBank. For purposes of this Mortgage the CoBank First Transmission Loan Agreement is a Contemporaneous Loan. "FIRST COBANK TRANSMISSION NOTE" shall mean the mortgage note dated as of June 1, 1984, of the Mortgagor, identified in the Instruments Recital, issued to evidence a loan by CoBank to the Mortgagor under the First CoBank Transmission Loan Agreement. 117 "FIRST CREDIT BANK NOTE" shall mean the mortgage note dated as of April 1, 1992, of the Mortgagor, identified in the Instruments Recital, issued to evidence the Mortgagor's reimbursement obligation under the Credit Agreement to pay to the Credit Bank amounts drawn under any Letter of Credit and other amounts due and owing under the Credit Agreement. "FIRST OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note and the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note. "First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note" shall mean the Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1978 Oglethorpe-Appling (1978 Bond Indenture) Bonds. "FIRST OGLETHORPE-APPLING (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1984 Oglethorpe-Appling (1984 Bond Indenture) Bonds. "FIRST OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1985 Oglethorpe-Appling (1985 Bond Indenture) Bonds. "First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note" shall mean the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1993 Oglethorpe-Appling (1993 Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, the First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note and the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note. "FIRST OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1982 Oglethorpe-Burke (1982 Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1984 Oglethorpe-Burke (1984 Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1984B LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1984B Oglethorpe-Burke (1984B Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1985 Oglethorpe-Burke (1985 Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1992 Oglethorpe-Burke (1989 Bond Indenture) Bonds. 118 "FIRST OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds. "FIRST OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1993 Oglethorpe-Burke (1993B Bond Indenture) Bonds. "FIRST OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note and the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note. "FIRST OGLETHORPE-HEARD (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1978 Oglethorpe-Heard (1978 Bond Indenture) Bonds. "FIRST OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1993 Oglethorpe-Heard (1993 Bond Indenture) Bonds. "FIRST OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note and the First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note. "FIRST OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1982 Oglethorpe-Monroe (1982 Bond Indenture) Bonds. "FIRST OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall mean the Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note, identified in the Instruments Recital, issued in connection with the 1992 Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "FIRST POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Appling Pollution Control Notes, the First Oglethorpe-Burke Pollution Control Notes, the First Oglethorpe-Heard Pollution Control Notes and the First Oglethorpe-Monroe Pollution Control Notes. "FIRST REA TRANSMISSION NOTE" shall mean the mortgage note dated June 1, 1984 of the Mortgagor, identified in the Instruments Recital, issued to evidence a loan made by the Government, acting through the Administrator, to the Mortgagor under the REA Loan Contract. "FISCAL DATE" shall have the meaning specified in section 12 of article II hereof. "GOVERNMENT" shall mean the United States of America. "GUARANTEED NOTES" shall mean the Outstanding Guaranteed Notes and any Additional Guaranteed Notes. 119 "GUARANTEED LENDER" shall mean the Federal Financing Bank, an instrumentality and wholly-owned corporation of the Government. "HEARD AUTHORITY" shall mean the Development Authority of Heard County (Georgia). "INDEPENDENT ENGINEER" shall mean an engineer who is not connected with the Mortgagor as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. "INSTRUMENTS RECITAL" shall mean the twenty-ninth recital of this Mortgage. "LETTER OF CREDIT" shall mean any letter of credit issued pursuant to the Credit Agreement to secure payments of the principal of and up to 205 days' interest on and the purchase price of the 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds, as such letter of credit may be amended, modified, extended or supplemented. "LONG-TERM LEASES" shall have the meaning specified in section 7 of article II hereof. "MAINTENANCE CREDIT" shall have the meaning specified in section 6(b) of article II hereof. "MAINTENANCE DEFICIT" shall have the meaning specified in section 6(b) of article II hereof. "MAJORITY NOTEHOLDERS" shall mean, at any time, the holder or holders (including the Government so long as it is a holder of any notes then outstanding) of notes the aggregate then outstanding principal amount of which is greater than 50 percent of the aggregate then outstanding principal amount of all notes. "MAXIMUM DEBT LIMIT" shall mean ten billion dollars ($10,000,000,000). "MONROE AUTHORITY" shall mean the Development Authority of Monroe County (Georgia). "MORTGAGE" shall mean this Consolidated Mortgage and Security Agreement and any amendments or supplements hereto. "MORTGAGED PROPERTY" shall mean all property of the Mortgagor subject to the lien of this Mortgage, as described more fully in the granting clauses hereof. "MORTGAGEES" shall mean the Government, CoBank, the Credit Bank and the Trustees. "MORTGAGOR" shall mean Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation). "1978 MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of November 1, 1978, as supplemented and amended by a First Amendment dated as of January 11, 1979, and a Supplement and Second Amendment dated April 30, 1980, by and between the Mortgagor, the Government and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes and Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes. "1978 OGLETHORPE-APPLING (1978 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Appling (1978 Bond Indenture) Bonds authorized under the Oglethorpe-Appling 1978 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1978 Bonds). "1978 OGLETHORPE-HEARD (1978 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Heard (1978 Bond Indenture) Bonds authorized under the Oglethorpe-Heard 1978 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1978 Bonds). 120 "1982 MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of September 15, 1982, by and between the Mortgagor, the Government and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, and Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes. "1982 OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1982 Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1982 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1982 Bonds). "1982 OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Monroe (1982 Bond Indenture) Bonds authorized under the Oglethorpe-Monroe 1982 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1982 Bonds). "1984 JUNE MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of June 1, 1984, by and between the Mortgagor, the Government, CoBank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes. "1984 DECEMBER MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of December 1, 1984, by and between the Mortgagor, the Government, CoBank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes. "1984 OGLETHORPE-APPLING (1984 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Appling (1984 Bond Indenture) Bonds authorized under the Oglethorpe-Appling 1984 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1984 Bonds). "1984 OGLETHORPE-BURKE (1984 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1984 Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1984 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1984 Bonds). 121 "1984 OGLETHORPE-BURKE (1984B BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1984B Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1984B Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1984B Bonds). "1985 MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of October 15, 1985, by and between the Mortgagor, the Government, CoBank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes. "1985 OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Appling (1985 Bond Indenture) Bonds authorized under the Oglethorpe-Appling 1985 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1985 Bonds). "1985 OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1985 Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1985 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1985 Bonds). "1988 SUPPLEMENTAL MORTGAGE" shall mean that certain First Supplement and Amendment to Consolidated Mortgage and Security Agreement dated as of November 1, 1988, by and between the Mortgagor, the Government, CoBank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes. "1989 MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of December 1, 1989, as supplemented by a Supplement dated as of November 21, 1990, by and among the Mortgagor, the Government, CoBank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank Notes. "1992 DECEMBER MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of December 1, 1992, by and among the Mortgagor, the Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) 122 Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes. "1992 APRIL MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of April 1, 1992, by and among the Mortgagor, the Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes. "1992 OCTOBER MORTGAGE" shall mean that certain Consolidated Mortgage and Security Agreement dated as of October 1, 1992, by and among the Mortgagor, the Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under certain outstanding pollution control bond indentures designated therein and securing the Outstanding Notes identified therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank Notes and the Credit Bank Notes. "1992 OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1989 Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1989 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1992 Bonds). "1992 OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1992A Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1992A Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1992A Bonds). "1992 OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean the Oglethorpe-Monroe (1992A Bond Indenture) Bonds authorized under the Oglethorpe-Monroe 1992A Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1992A Bonds). "1993 OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Appling (1993 Bond Indenture) Bonds authorized under the Oglethorpe-Appling 1993 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1993 Bonds). "1993 OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1992 (1993A) Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1993A Bonds). 123 "1993 OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1993B Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1993B Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1993B Bonds). "1993 OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean the Oglethorpe-Heard (1993 Bond Indenture) Bonds authorized under the Oglethorpe-Heard 1993 Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1993 Bonds). "1994 OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds authorized under the Oglethorpe-Burke 1992 (1994A) Bond Indenture and authenticated and delivered in accordance with Section 405 thereof (such Bonds are therein referred to as the Series 1994A Bonds). "NOTEHOLDERS" shall mean the Mortgagees and the holders of notes. "NOTES" shall mean the Outstanding Notes, the First Pollution Control Notes, the First CoBank Transmission Note, the Second CoBank Transmission Note, the First Credit Bank Note and the Additional Notes. "OFFICER'S CERTIFICATE" shall have the meaning specified in section 6 of article II hereof. "OGLETHORPE-APPLING 1978 BOND INDENTURE" shall mean the Trust Indenture dated as of November 1, 1978, between Appling Authority and the Oglethorpe-Appling 1978 Trustee relating to the Oglethorpe-Appling (1978 Bond Indenture) Bonds. "OGLETHORPE-APPLING 1984 BOND INDENTURE" shall mean the Trust Indenture dated as of November 1, 1984, between Appling Authority and the Oglethorpe-Appling 1984 Trustee relating to the Oglethorpe-Appling (1984 Bond Indenture) Bonds. "OGLETHORPE-APPLING 1985 BOND INDENTURE" shall mean the Trust Indenture dated as of October 15, 1985, between Appling Authority and the Oglethorpe-Appling 1985 Trustee relating to the Oglethorpe-Appling (1985 Bond Indenture) Bonds. "OGLETHORPE-APPLING 1993 BOND INDENTURE" shall mean the Trust Indenture dated as of September 1, 1993, between Appling Authority and the Oglethorpe-Appling 1993 Trustee relating to the Oglethorpe-Appling (1993 Bond Indenture) Bonds. "OGLETHORPE-APPLING BONDS" shall mean Oglethorpe-Appling (1978 Bond Indenture) Bonds, Oglethorpe-Appling (1984 Bond Indenture) Bonds, Oglethorpe-Appling (1985 Bond Indenture) Bonds and Oglethorpe-Appling (1993 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1978 BOND INDENTURE) BONDS" shall mean Development Authority of Appling County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Hatch Project) of any series authorized under the Oglethorpe-Appling 1978 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1978 Oglethorpe-Appling (1978 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1978 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1984 BOND INDENTURE) BONDS" shall mean Development Authority of Appling County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Hatch Project) of any series authorized under the Oglethorpe-Appling 1984 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1984 Oglethorpe-Appling (1984 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1984 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean Development Authority of Appling County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Hatch Project) of any series authorized under the Oglethorpe-Appling 1985 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1985 Oglethorpe-Appling (1985 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1985 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean Development Authority of Appling County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Hatch Project) of any series authorized 124 under the Oglethorpe-Appling 1993 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1993 Oglethorpe-Appling (1993 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1993 Bond Indenture) Bonds. "OGLETHORPE-APPLING 1978 LOAN AGREEMENT" shall mean that certain loan agreement dated November 1, 1978 (including any amendments or supplements thereto), between the Mortgagor and Appling Authority. "OGLETHORPE-APPLING 1984 LOAN AGREEMENT" shall mean that certain loan agreement dated as of November 1, 1984 (including any amendments or supplements thereto), between the Mortgagor and Appling Authority. "OGLETHORPE-APPLING 1985 LOAN AGREEMENT" shall mean that certain loan agreement dated as of October 15, 1985 (including any amendments or supplements thereto), between the Mortgagor and Appling Authority. "OGLETHORPE-APPLING 1993 LOAN AGREEMENT" shall mean that certain loan agreement dated as of September 1, 1993 (including any amendments or supplements thereto), between the Mortgagor and Appling Authority. "OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes and Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes. "OGLETHORPE-APPLING (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1978 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Appling 1978 Loan Agreement to pay to Appling Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Appling (1978 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1984 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Appling 1984 Loan Agreement to pay to Appling Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Appling (1984 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1985 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Appling 1985 Loan Agreement to pay to Appling Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Appling (1985 Bond Indenture) Bonds. "OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1993 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Appling 1993 Loan Agreement to pay to Appling Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Appling (1993 Bond Indenture) Bonds. "OGLETHORPE-APPLING 1978 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Appling 1978 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-APPLING 1984 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Appling 1984 Bond Indenture, and any successor trustee thereunder. 125 "OGLETHORPE-APPLING 1985 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Appling 1985 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-APPLING 1993 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Appling 1993 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1982 BOND INDENTURE" shall mean the Trust Indenture dated as of September 15, 1982, between Burke Authority and the Oglethorpe-Burke 1982 Trustee relating to the Oglethorpe-Burke (1982 Bond Indenture) Bonds. "OGLETHORPE-BURKE 1984 BOND INDENTURE" shall mean the Trust Indenture dated as of November 1, 1984, between Burke Authority and the Oglethorpe-Burke 1984 Trustee relating to the Oglethorpe-Burke (1984 Bond Indenture) Bonds. "OGLETHORPE-BURKE 1984B BOND INDENTURE" shall mean the Trust Indenture dated as of December 1, 1984, between Burke Authority and the Oglethorpe-Burke 1984B Trustee relating to the Oglethorpe-Burke (1984B Bond Indenture) Bonds. "OGLETHORPE-BURKE 1985 BOND INDENTURE" shall mean the Trust Indenture dated as of October 15, 1985, between Burke Authority and the Oglethorpe-Burke 1985 Trustee relating to the Oglethorpe-Burke (1985 Bond Indenture) Bonds. "OGLETHORPE-BURKE 1989 BOND INDENTURE" shall mean the Trust Indenture dated as of December 1, 1989, between Burke Authority and the Oglethorpe-Burke 1989 Trustee relating to the Oglethorpe-Burke (1989 Bond Indenture) Bonds. "OGLETHORPE-BURKE 1992A BOND INDENTURE" shall mean the Trust Indenture dated as of April 1, 1992, between Burke Authority and the Oglethorpe-Burke 1992A Trustee relating to the Oglethorpe-Burke (1992A Bond Indenture) Bonds. "OGLETHORPE-BURKE 1992 (1993A) BOND INDENTURE" shall mean the Trust Indenture dated as of December 1, 1992, between Burke Authority and the Oglethorpe-Burke 1992 (1993A) Trustee relating to the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds. "OGLETHORPE-BURKE 1992 (1994A) BOND INDENTURE" shall mean the Trust Indenture dated as of December 1, 1992, between Burke Authority and the Oglethorpe-Burke 1992 (1994A) Trustee relating to the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds. "OGLETHORPE-BURKE 1993B BOND INDENTURE" shall mean the Trust Indenture dated as of September 1, 1993, between Burke Authority and the Oglethorpe-Burke 1993B Trustee relating to the Oglethorpe-Burke (1993B Bond Indenture) Bonds. "OGLETHORPE-BURKE BONDS" shall mean Oglethorpe-Burke (1982 Bond Indenture) Bonds, Oglethorpe-Burke (1984 Bond Indenture) Bonds, Oglethorpe-Burke (1984B Bond Indenture) Bonds, Oglethorpe-Burke (1985 Bond Indenture) Bonds, Oglethorpe-Burke (1989 Bond Indenture) Bonds, Oglethorpe-Burke (1992A Bond Indenture) Bonds, Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Oglethorpe-Burke (1993B Bond Indenture) Bonds. "OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1982 Bond Indenture and authenticated and delivered in accordance with the provisions 126 thereof, including 1982 Oglethorpe-Burke (1982 Bond Indenture) Bonds and Additional Oglethorpe-Burke (1982 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1984 BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1984 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1984 Oglethorpe-Burke (1984 Bond Indenture) Bonds and Additional Oglethorpe-Burke (1984 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1984B BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1984B Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1984 Oglethorpe-Burke (1984B Bond Indenture) Bonds and Additional Oglethorpe-Burke (1984B Bond Indenture) Bonds. "OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1985 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1985 Oglethorpe-Burke (1985 Bond Indenture) Bonds and Additional Oglethorpe-Burke (1985 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1989 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1992 Oglethorpe-Burke (1989 Bond Indenture) Bonds and Additional Oglethorpe-Burke (1989 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1992A Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds and Additional Oglethorpe-Burke (1992A Bond Indenture) Bonds. "OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1992 (1993A) Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds and Additional Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds. "OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1992 (1994A) Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Additional Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds. "OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized under the Oglethorpe-Burke 1993B Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1993 Oglethorpe-Burke (1993B Bond Indenture) Bonds and Additional Oglethorpe-Burke (1993B Bond Indenture) Bonds. "OGLETHORPE-BURKE 1982 LOAN AGREEMENT" shall mean that certain loan agreement dated as of September 15, 1982 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. 127 "OGLETHORPE-BURKE 1984 LOAN AGREEMENT" shall mean that certain loan agreement dated as of November 1, 1984 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1984B LOAN AGREEMENT" shall mean that certain loan agreement dated as of December 1, 1984 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1985 LOAN AGREEMENT" shall mean that certain loan agreement dated as of October 15, 1985 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1989 LOAN AGREEMENT" shall mean that certain loan agreement dated as of December 1, 1989 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1992A LOAN AGREEMENT" shall mean that certain loan agreement dated as of April 1, 1992 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1992 (1993A) LOAN AGREEMENT" shall mean that certain loan agreement dated as of December 1, 1992 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1992 (1994A) LOAN AGREEMENT" shall mean that certain loan agreement dated as of December 1, 1992 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE 1993B LOAN AGREEMENT" shall mean that certain loan agreement dated as of September 1, 1993 (including any amendments or supplements thereto), between the Mortgagor and Burke Authority. "OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes and Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes. "OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1982 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1982 Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1982 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1984 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1984 Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1984 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1984B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1984B Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1984B Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1984B Bond Indenture) Bonds. "OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1985 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1985 Loan Agreement to pay to Burke Authority an amount sufficient to pay the principle of and premium, if any, and interest on the Oglethorpe-Burke (1985 Bond Indenture) Bonds. 128 "OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1989 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1989 Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1989 Bond Indenture) Bonds. "OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1992A Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1992A Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1992A Bond Indenture) Bonds. "OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1992 (1993A) Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds. "OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1992 (1994A) Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds. "OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1993B Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Burke 1993B Loan Agreement to pay to Burke Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Burke (1993B Bond Indenture) Bonds. "OGLETHORPE-BURKE 1982 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1982 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1984 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1984 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1984B TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1984B Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1985 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1985 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1989 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1989 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1992A TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1992A Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1992 (1993A) TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1992 (1993A) Bond Indenture, and any successor trustee thereunder. 129 "OGLETHORPE-BURKE 1992 (1994A) TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1992 (1994A) Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-BURKE 1993B TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Burke 1993B Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-HEARD 1978 BOND INDENTURE" shall mean the Trust Indenture dated as of November 1, 1978, between Heard Authority and the Oglethorpe-Heard 1978 Trustee relating to the Oglethorpe-Heard (1978 Bond Indenture) Bonds. "OGLETHORPE-HEARD 1993 BOND INDENTURE" shall mean the Trust Indenture dated as of September 1, 1993, between Heard Authority and the Oglethorpe-Heard 1993 Trustee relating to the Oglethorpe-Heard (1993 Bond Indenture) Bonds. "OGLETHORPE-HEARD BONDS" shall mean Oglethorpe-Heard (1978 Bond Indenture) Bonds and Oglethorpe-Heard (1993 Bond Indenture) Bonds. "OGLETHORPE-HEARD (1978 BOND INDENTURE) BONDS" shall mean Development Authority of Heard County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Wansley Project) of any series authorized under the Oglethorpe-Heard 1978 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1978 Oglethorpe-Heard (1978 Bond Indenture) Bonds and Additional Oglethorpe-Heard (1978 Bond Indenture) Bonds. "OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean Development Authority of Heard County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Wansley Project) of any series authorized under the Oglethorpe-Heard 1993 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1993 Oglethorpe-Heard (1993 Bond Indenture) Bonds and Additional Oglethorpe-Heard (1993 Bond Indenture) Bonds. "OGLETHORPE-HEARD 1978 LOAN AGREEMENT" shall mean that certain loan agreement dated as of November 1, 1978 (including any amendments or supplements thereto), between the Mortgagor and Heard Authority. "OGLETHORPE-HEARD 1993 LOAN AGREEMENT" shall mean that certain loan agreement dated as of September 1, 1993 (including any amendments or supplements thereto), between the Mortgagor and Heard Authority. "OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes and Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes. "OGLETHORPE-HEARD (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Heard (1978 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Heard 1978 Loan Agreement to pay Heard Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Heard (1978 Bond Indenture) Bonds. "OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Heard (1993 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Heard 1993 Loan Agreement to pay Heard Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Heard (1993 Bond Indenture) Bonds. "OGLETHORPE-HEARD 1978 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Heard 1978 Bond Indenture, and any successor trustee thereunder. 130 "OGLETHORPE-HEARD 1993 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Heard 1993 Bond Indenture, and any successor trustee thereunder. "OGLETHORPE-MONROE 1982 BOND INDENTURE" shall mean the Trust Indenture dated as of September 15, 1982, between Monroe Authority and the Oglethorpe-Monroe 1982 Trustee relating to the Oglethorpe-Monroe (1982 Bond Indenture) Bonds. "OGLETHORPE-MONROE 1992A BOND INDENTURE" shall mean the Trust Indenture dated as of October 1, 1992, between Monroe Authority and the Oglethorpe-Monroe 1992A Trustee relating to the Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "OGLETHORPE-MONROE BONDS" shall mean Oglethorpe-Monroe (1982 Bond Indenture) Bonds and Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project) of any series authorized under the Oglethorpe-Monroe 1982 Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1982 Oglethorpe-Monroe (1982 Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1982 Bond Indenture) Bonds. "OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project) of any series authorized under the Oglethorpe-Monroe 1992A Bond Indenture and authenticated and delivered in accordance with the provisions thereof, including 1992 Oglethorpe-Monroe (1992A Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "OGLETHORPE-MONROE 1982 LOAN AGREEMENT" shall mean that certain loan agreement dated as of September 15, 1982 (including any amendments or supplements thereto), between the Mortgagor and Monroe Authority. "OGLETHORPE-MONROE 1992A LOAN AGREEMENT" shall mean that certain loan agreement dated as of October 1, 1992 (including any amendments or supplements thereto), between the Mortgagor and Monroe Authority. "OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes. "OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in connection with the Oglethorpe-Monroe (1982 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Monroe 1982 Loan Agreement to pay to Monroe Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Monroe (1982 Bond Indenture) Bonds. "OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean mortgage notes of the Mortgagor issued in connection with the Oglethorpe-Monroe (1992A Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the Oglethorpe-Monroe 1992A Loan Agreement to pay to Monroe Authority an amount sufficient to pay the principal of and premium, if any, and interest on the Oglethorpe-Monroe (1992A Bond Indenture) Bonds. "OGLETHORPE-MONROE 1982 TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Monroe 1982 Bond Indenture, and any successor trustee thereunder. 131 "OGLETHORPE-MONROE 1992A TRUSTEE" shall mean Trust Company Bank, a banking corporation organized and existing under the laws of the State of Georgia, acting as trustee under the Oglethorpe-Monroe 1992A Bond Indenture, and any successor trustee thereunder. "OTHER FINANCING ARRANGEMENT" shall mean any arrangement pursuant to which the Mortgagor enters into a long term contract for the purchase or other acquisition of property, power, energy, goods or services or the acquisition of the right to use any property (whether by lease or otherwise) or the output or service of any property. "OUTSTANDING GUARANTEED NOTES" shall mean all mortgage notes of the Mortgagor outstanding on the date hereof payable to the order of the Guaranteed Lender, the payment of which is guaranteed by the Government pursuant to the Act, including the notes identified in the Instruments Recital as "Outstanding Guaranteed Notes." "OUTSTANDING NOTES" shall mean the Outstanding REA Notes and the Outstanding Guaranteed Notes. "OUTSTANDING REA NOTES" shall mean all mortgage notes of the Mortgagor, including the First REA Transmission Note and the Second REA Transmission Note, outstanding on the date hereof payable to the order of the Government which evidence indebtedness created by loans made by the Government pursuant to the Act under the REA Loan Contract. "POLLUTION CONTROL BONDS" shall mean the Oglethorpe-Appling Bonds, the Oglethorpe-Burke Bonds, the Oglethorpe-Heard Bonds and the Oglethorpe-Monroe Bonds. "POLLUTION CONTROL BOND INDENTURES" shall mean the Oglethorpe-Appling 1978 Bond Indenture, the Oglethorpe-Appling 1984 Bond Indenture, the Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling 1993 Bond Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the Oglethorpe-Burke 1984 Bond Indenture, the Oglethorpe-Burke 1984B Bond Indenture, the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992 (1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Heard 1978 Bond Indenture, the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982 Bond Indenture and the Oglethorpe-Monroe 1992A Bond Indenture. "POLLUTION CONTROL LOAN AGREEMENTS" shall mean the Oglethorpe-Appling 1978 Loan Agreement, the Oglethorpe-Appling 1984 Loan Agreement, the Oglethorpe-Appling 1985 Loan Agreement, the Oglethorpe-Appling 1993 Loan Agreement, the Oglethorpe-Burke 1982 Loan Agreement, the Oglethorpe-Burke 1984 Loan Agreement, the Oglethorpe-Burke 1984B Loan Agreement, the Oglethorpe-Burke 1985 Loan Agreement, the Oglethorpe-Burke 1989 Loan Agreement, the Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke 1992 (1993A) Loan Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement, the Oglethorpe-Burke 1993B Loan Agreement, the Oglethorpe-Heard 1978 Loan Agreement, the Oglethorpe-Heard 1993 Loan Agreement, the Oglethorpe-Monroe 1982 Loan Agreement and the Oglethorpe-Monroe 1992A Loan Agreement. "POLLUTION CONTROL NOTES" shall mean the Oglethorpe-Appling Pollution Control Notes, the Oglethorpe-Burke Pollution Control Notes, the Oglethorpe-Heard Pollution Control Notes and the Oglethorpe-Monroe Pollution Control Notes. "REA" shall mean the Rural Electrification Administration. "REA LOAN CONTRACT" shall mean that certain Amended and Consolidated Loan Contract dated as of June 1, 1984 (as heretofore and hereafter amended or supplemented), which amended and consolidated the Loan Contract dated as of January 7, 1975, between the Mortgagor and the Government (as such Loan Contract had theretofore been amended or supplemented). "REA NOTES" shall mean the Outstanding REA Notes and any Additional REA Notes. "RESTRICTED PROPERTY" shall have the meaning specified in section 7 of article II hereof. 132 "SECOND REA TRANSMISSION NOTE" shall mean the mortgage note dated November 1, 1984, of the Mortgagor, identified in the Instruments Recital, issued to evidence a loan made by the Government, acting through the Administrator, to the Mortgagor under the REA Loan Contract. "SECOND COBANK TRANSMISSION LOAN AGREEMENT" shall mean that certain loan agreement dated as of September 14, 1984 (including any amendments or supplements thereto) between the Mortgagor and CoBank. For purposes of this Mortgage the Second CoBank Transmission Loan Agreement is a Contemporaneous Loan. "SECOND COBANK TRANSMISSION NOTE" shall mean the mortgage note dated as of November 1, 1984, of the Mortgagor, identified in the Instruments Recital, issued to evidence a loan made by CoBank to the Mortgagor under the Second CoBank Transmission Loan Agreement. "STANDARD" shall have the meaning specified in section 6(b) of article II hereof. "SUBORDINATED INDEBTEDNESS" shall have the meaning specified in section 16 of article II hereof. "TIER" shall have the meaning specified in section 15 of article II hereof. "TRUSTEES" shall mean the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Burke 1993B Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Heard 1993 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee. "UNIFORM COMMERCIAL CODE" shall have the meaning specified in the last recital of this Mortgage. "UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of Accounts prescribed by REA for its Electric Borrowers as of December 1, 1989, as such Uniform System of Accounts may be amended or supplemented by REA from time to time. The words "herein", "hereby", "hereunder", "hereof", "hereinbefore", "hereinafter" and other equivalent words refer to the Mortgage, as from time to time amended and supplemented, and not solely to the particular portion of the Mortgage in which any such word is used. Accounting terms not referred to above are used in this Mortgage in accordance with the meanings given them in the Uniform System of Accounts or, failing provision therefor in said System, the meanings given them by generally accepted accounting principles. Any reference herein to "directors" or "board of directors" shall also be deemed to include "trustees" or "board of trustees" as the case may be. SECTION 7. To the extent that any of the property described or referred to in this Mortgage is governed by the provisions of the Uniform Commercial Code, this Mortgage is hereby deemed a "security agreement" under the Uniform Commercial Code, and a "financing statement" under the Uniform Commercial Code for said security agreement. The mailing addresses of the Mortgagor as debtor, and of the Mortgagees as secured parties, are as set forth in section 4 of this article V. SECTION 8. The Mortgagor agrees to indemnify and save harmless each of the Mortgagees against any liability or damages which any of them may incur or sustain in the exercise and performance of their powers and duties hereunder. For such reimbursement and indemnity, the Mortgagees shall be secured under this Mortgage in the same manner as the notes and all such reimbursements for expense or damages shall be paid to the Mortgagees incurring or suffering the same with interest at the rate specified in section 9 of article II hereof. 133 SECTION 9. At all times when any note is held by the Government, or in the event the Government shall assign a note without having insured the payment of such note, this Mortgage shall secure payment of such note for the benefit of the Government or such uninsured holder thereof, as the case may be. Whenever any note may be sold to an insured purchaser, it shall continue to be considered a "note" as defined herein, but as to any such insured note the Government, and not such insured purchaser, shall be considered to be, and shall have the rights of, the noteholder for purposes of this Mortgage. Notice of the rights of the Government under the preceding sentence shall be set forth in all such insured notes. As to any note which may evidence a loan or loans guaranteed pursuant to the Act, the Government, and not the guaranteed lender or lenders, shall be considered to be, and shall have the rights of, the noteholder for purposes of this Mortgage. SECTION 10. Any reference herein to the Administrator shall be deemed to mean the Administrator of the Rural Electrification Administration or his duly authorized representative or any other person or authority in whom may be vested the duties and functions which the Administrator is now or may hereafter be authorized by law to perform. SECTION 11. This Mortgage may be simultaneously executed in any number of counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. SECTION 12. The consent of neither the Credit Bank, the Trustees nor CoBank shall be required for any waiver of or amendment to any of the following provisions of this Mortgage if the waiver or amendment shall have been approved in writing by the Government: (a) The definition of "Maximum Debt Limit" contained in section 6 of article V of this Mortgage; (b) Section 6(b) of article II of this Mortgage; (c) Section 8 of article II of this Mortgage (except with respect to inclusion of CoBank, the Credit Bank or any of the Trustees as a mortgagee in insurance policies, if any, which may from time to time be required by such section 8 of article II); and (d) Section 15 of article II of this Mortgage. Notwithstanding anything in this section 12 to the contrary, the prior written consent of the Credit Bank shall be required for any waiver of or amendment to section 8 of article II if the effect thereof is to increase the deductibles or reduce the classes or amounts of insurance required, and for any waiver to or amendment of section 15 of article II if the effect thereof is to reduce the TIER and DSC requirements except as expressly therein provided. In addition, this Mortgage may be amended in any way without the consent of any noteholder if such amendment is expressed to take effect only after the notes held by such non-consenting noteholder and other amounts due to such non-consenting noteholder hereunder have been paid in full. The Credit Bank, the Trustees and CoBank will from time to time upon written demand of the Government execute, acknowledge and deliver all such further supplemental mortgages or other instruments as may reasonably be requested by the Government to effect any such amendment or to effect the perfection of the Mortgage as so amended. Subject to section 13 of this article V and, with respect to the Oglethorpe-Burke 1992 (1993A) Trustee and the Oglethorpe-Burke 1992 (1994A) Trustee, section 14 of this article V, no other provision of this Mortgage may be waived or amended without the prior written consent of each of the Credit Bank, the Oglethorpe-Burke 1992 (1993A) Trustee and the Oglethorpe-Burke 1992 (1994A) Trustee; PROVIDED, HOWEVER, this provision shall not effect the exercise by the Government of any discretion vested in it pursuant to the terms of this Mortgage. SECTION 13. The consent of neither the Credit Bank, the Trustees nor CoBank shall be required for any waiver of any provision of or amendment to this Mortgage in the circumstances specified in sections 3 and 5 of article II of this Mortgage or for any one or more of the following purposes: 134 (a) To convey, transfer and assign to the Mortgagees and to subject to the lien of this Mortgage, with the same force and effect as though included in the granting clause hereof, additional property; and (b) To add to the covenants of the Mortgagor further covenants, restrictions or conditions for the protection of the holders of the notes secured hereby, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an event of default permitting the enforcement of any or all of the several remedies provided in this Mortgage as herein set forth. Any such additional covenant, restriction or condition may provide for a period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to the Mortgagees upon such default. The Credit Bank, the Trustees and CoBank will from time to time upon written demand of the Government execute, acknowledge and deliver all such further supplemental mortgages or other instruments as may be reasonably requested by the Government to effect any such amendment. SECTION 14. Notwithstanding anything contained herein to the contrary, the consent of neither the Oglethorpe-Monroe 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1993B Trustee nor the Oglethorpe-Heard 1993 Trustee shall be required to waive, amend or supplement this Mortgage or any provision hereof or to substitute as a replacement for this Mortgage an alternate mortgage, deed to secure debt, deed of trust, trust indenture or other security instrument provided: (a) this Mortgage as so waived, amended or supplemented or any such alternate security instrument (the "New Mortgage"): (i) secures equally and ratably the payment of the principal of and interest on such of the notes immediately theretofore secured under this Mortgage as are to remain outstanding, including the Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes, the Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes, the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes, the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes and the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes, and (ii) creates a lien on substantially all of the real and tangible personal property of the Mortgagor then subject to the Mortgage, which property shall then be subject to no prior lien for borrowed money except for prior liens permitted by this Mortgage and existing on the date the New Mortgage becomes effective and such prior liens arising thereafter as shall be permitted by the New Mortgage; and (b) the Mortgagor shall furnish to each of the Oglethorpe-Monroe 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1993B Trustee and the Oglethorpe-Heard 1993 Trustee written evidence from any two nationally recognized securities rating agencies then rating the Oglethorpe-Monroe (1992A Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds, the Oglethorpe-Appling (1993 Bond Indenture) Bonds, the Oglethorpe-Burke (1993B Bond Indenture) Bonds and the Oglethorpe-Heard (1993 Bond Indenture) Bonds, respectively, that their respective ratings of the Oglethorpe-Monroe (1992A Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds, the Oglethorpe-Appling (1993 Bond Indenture) Bonds, the Oglethorpe-Burke (1993B Bond Indenture) Bonds and the Oglethorpe-Heard (1993 Bond Indenture) Bonds will not be withdrawn or reduced as a result of such amendment, modification, supplement or substitution. From time to time upon written request of the Mortgagor, the Oglethorpe-Monroe 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1993B Trustee and the Oglethorpe-Heard 1993 Trustee will execute, acknowledge and deliver all such waivers, amendments, supplements or substitute mortgages, deeds to secure debt, deeds of trust or other similar security instruments as to which the consent of the referenced Trustees is not required as provided in this section 14. This section 14 is not intended and shall not be construed to enlarge or diminish the authority 135 or power of any of the Trustees under the terms and conditions of the Pollution Control Bond Indentures to consent to any waiver of or amendment or supplement to this Mortgage or to any substitution for this Mortgage. SECTION 15. Any provision of this Mortgage to the contrary notwithstanding, this Mortgage is intended to constitute a deed to secure debt and a security agreement conveying legal title to the Mortgaged Property and is not intended to constitute a mortgage. This Mortgage shall be construed in accordance with the existing laws of the State of Georgia relating to deeds to secure debt and in accordance with the provisions of the Uniform Commercial Code of the State of Georgia relating to security agreements. To this end, the following definitions shall apply: (a) The word "Mortgage" shall, when used as a noun, include "deed to secure debt." (b) The word "mortgage" shall, when used as a verb, include "grant, bargain, and sell." (c) The word "Mortgagor" shall include "Grantor." (d) The word "Mortgagee" shall include "Grantee." (e) The word "lien" or "mortgage lien" shall include "security title." SECTION 16. The effect and meaning of this Mortgage and the rights of all parties hereunder shall be governed by, and construed according to, the laws of the State of Georgia. SECTION 17. This Mortgage shall be effective upon execution and delivery by the Mortgagor and the Mortgagees. In the event the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note is not duly authorized, executed and delivered by the Mortgagor prior to March 31, 1994, then: (a) the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes shall not be notes for any purpose under this Mortgage and shall not be secured by this Mortgage; (b) the Oglethorpe-Appling 1993 Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right, title, remedy or power herein provided to the Oglethorpe-Appling 1993 Trustee, as Mortgagee or otherwise, shall be null and void and without force and effect; (d) this Mortgage shall continue in full force and effect as if this Mortgage had been executed solely by the Mortgagor, the Government, CoBank, the Credit Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and such of the other Trustees as are Mortgagees hereunder; and (e) the Oglethorpe-Appling 1993 Trustee shall file or cause to be filed such documents and instruments in such offices as may be reasonably requested by the Mortgagor or the Government to evidence that the Oglethorpe-Appling 1993 Trustee is not a party to this Mortgage. The Mortgagor shall execute and deliver the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note only upon the consent in writing of the Government to such execution and delivery which consent shall not be unreasonably withheld. In the event the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note is not duly authorized, executed and delivered by the Mortgagor prior to March 31, 1994, then: (a) the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes shall not be notes for any purpose under this Mortgage and shall not be secured by this Mortgage; (b) the Oglethorpe-Burke 1993B Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right, title, remedy or power herein provided to the Oglethorpe-Burke 1993B Trustee, as Mortgagee or otherwise, shall be null and void and without force and effect; (d) this Mortgage shall continue in full force and effect as if this Mortgage had been executed solely by the Mortgagor, the Government, CoBank, the Credit Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and such of the other Trustees as are Mortgagees hereunder; and (e) the Oglethorpe-Burke 1993B Trustee shall file or cause to be filed such documents and instruments in such offices as may be reasonably requested by the Mortgagor or the 136 Government to evidence that the Oglethorpe-Burke 1993B Trustee is not a party to this Mortgage. The Mortgagor shall execute and deliver the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note only upon the consent in writing of the Government to such execution and delivery which consent shall not be unreasonably withheld. In the event the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note is not duly authorized, executed and delivered by the Mortgagor prior to March 31, 1994, then: (a) the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes shall not be notes for any purpose under this Mortgage and shall not be secured by this Mortgage; (b) the Oglethorpe-Heard 1993 Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right, title, remedy or power herein provided to the Oglethorpe-Heard 1993 Trustee, as Mortgagee or otherwise, shall be null and void and without force and effect; (d) this Mortgage shall continue in full force and effect as if this Mortgage had been executed solely by the Mortgagor, the Government, CoBank, the Credit Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and such of the other Trustees as are Mortgagees hereunder; and (e) the Oglethorpe-Heard 1993 Trustee shall file or cause to be filed such documents and instruments in such offices as may be reasonably requested by the Mortgagor or the Government to evidence that the Oglethorpe-Heard 1993 Trustee is not a party to this Mortgage. The Mortgagor shall execute and deliver the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note only upon the consent in writing of the Government to such execution and delivery which consent shall not be unreasonably withheld. SECTION 18. The Mortgagor and the Mortgagees intend, in the event that the Government is to cease to be a noteholder secured by this Mortgage, that amendments to this Mortgage be made to delete herefrom such covenants, agreements and other provisions as may no longer be appropriate in the absence of the Government as a Mortgagee hereunder and to designate which Mortgagee or Mortgagees, if any, should be entitled to exercise the remaining various rights, powers and duties reserved to the Government hereunder. In the event that such amendments should not be made prior to the time the Government ceases to be a noteholder hereunder, the rights, powers and duties reserved to the Government hereunder shall be exercisable by the majority noteholders until such amendment and modification shall become effective; provided, however, that the foregoing provisions of this sentence shall not relieve the Mortgagor or any Mortgagee from negotiating diligently and in good faith to agree upon the amendments contemplated by this section 18. SECTION 19. A Mortgagee acting hereunder shall not be liable to the Mortgagor, the other Mortgagees or any noteholder except for losses resulting from gross negligence or willful misfeasance. SECTION 20. Notwithstanding anything to the contrary contained herein, unless and until Burke Authority makes a loan to the Mortgagor as provided in Section 4.1 of (i) the Oglethorpe-Burke 1992 (1993A) Loan Agreement and the proceeds of such loan are applied in partial prepayment of the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note and the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note pursuant to Section 8.1 of the Oglethorpe-Burke 1984 Loan Agreement and Section 8.1 of the Oglethorpe-Burke 1984B Loan Agreement; or (ii) the Oglethorpe-Burke 1992 (1994A) Loan Agreement and the proceeds of such loan are applied in partial prepayment of the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note pursuant to Section 8.1 of the Oglethorpe-Burke 1985 Loan Agreement: (a) No prepayment shall be required on the related First Oglethorpe-Burke Pollution Control Note pursuant to the following provisions of this Mortgage: (1) Section 5(c)(aa) of article II (regarding pro rata prepayment of the notes from the proceeds of a sale of Mortgaged Property); (2) Section 5(c)(bb)C of article II (regarding pro rata prepayment of the notes from the proceeds of a sale of Mortgaged Property); 137 (3) Section 6(b) of article II (regarding pro rata prepayment of the notes from amounts paid by the Mortgagor in connection with a Maintenance Deficit); (4) Section 8(b) of article II (regarding pro rata prepayment of the notes from proceeds of insurance or fidelity bond); or (5) Section 17 of article II (regarding the ratable prepayment of the notes from proceeds of a taking under the power of eminent domain); (b) The related Trustee shall not be considered: (1) A "noteholder" for purposes of section 3 of article II of this Mortgage (regarding the approval to secure indebtedness arising under certain long-term contracts); (2) A "noteholder" for purposes of section 6(b) of article II of this Mortgage (regarding amounts deposited in trust for the noteholders from amounts paid by the Mortgagor in connection with a Maintenance Deficit); (3) A "noteholder" for purposes of sections 1(a), 1(b), 1(c), 1(d), and 1(i) of article III of this Mortgage (regarding the giving of notices of certain events of default); (4) A "Mortgagee" for purposes of section 2(b)(1) of article III of this Mortgage (regarding the exercise of rights and remedies); or (5) A "Trustee" for purposes of section 2(c) of article III of this Mortgage (regarding declaration of acceleration); (c) The related First Oglethorpe-Burke Pollution Control Note shall not be considered: (1) A note secured under this Mortgage for purposes of calculating the Maximum Debt Limit specified in section 1 of article I of this Mortgage; (2) A "Pollution Control Note" for purposes of section 2(d) of article III of this Mortgage (regarding the right to appoint a receiver); or (3) A note for purposes of section 5 of article III of this Mortgage (regarding ratable payment on notes); (d) The consent of the related Trustee shall not be required for purposes of section 5(c)(bb) of article II of this Mortgage (regarding the release or sale of property); and (e) No principal amount shall be considered outstanding under the related First Oglethorpe-Burke Pollution Control Note for purposes of: (1) the definition of the term "majority noteholders" in the GLOSSARY OF TERMS set forth in section 6 of article V of this Mortgage; or (2) sections 2(a) and 2(b)(1) of article III of this Mortgage (regarding the right to exercise rights and remedies). SECTION 21. In the event the 1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds are not authenticated and delivered on or before March 31, 1994 or the 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds are not authenticated and delivered on or before March 31, 1995, in accordance with Section 405 of the related Pollution Control Bond Indenture, the related First Oglethorpe-Burke Pollution Control Note shall be 138 void in accordance with its terms and, in such event, the related Trustee shall execute and deliver to the Mortgagor such instrument of discharge, release or reconveyance as shall be requested by the Mortgagor. SECTION 22. Notwithstanding anything to the contrary contained herein, as long as a Letter of Credit is outstanding and the Credit Bank is not in default with respect to any of its obligations under such Letter of Credit, then: (a) Based solely upon the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the Oglethorpe-Burke 1992A Trustee shall not be considered: (1) A "noteholder" for purposes of section 3 of article II of this Mortgage (regarding the approval to secure indebtedness arising under certain long-term contracts); (2) A "Trustee" for purposes of section 5(c)(bb) of article II of this Mortgage (regarding the release or sale of property); (3) A "noteholder" for purposes of section 6(b) of article II of this Mortgage (regarding amounts deposited in trust for the noteholders from amounts paid by the Mortgagor in connection with a Maintenance Deficit); (4) A "noteholder" for purposes of sections 1(a), 1(b), 1(c), 1(d) and 1(i) of article III of this Mortgage (regarding the giving of notices of certain events of default); or (5) A "Mortgagee" for purposes of section 2(b)(1) of article III of this Mortgage (regarding the exercise of rights and remedies); (b) The First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note shall not be considered: (1) A note secured under this Mortgage for purposes of calculating the Maximum Debt Limit specified in section 1 of article I of this Mortgage; or (2) A "Pollution Control Note" for purposes of section 2(d) of article III of this Mortgage (regarding the right to appoint a receiver); and (c) The Credit Bank, and not the Oglethorpe-Burke 1992A Trustee, shall be considered to be, and shall have the rights of, the holder of the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, for purposes of section 5(b) of article II of this Mortgage, sections 1(cc), 2(a) and 2(b) of article III of this Mortgage, the definition of the term "majority noteholders" in the Glossary of Terms set forth in section 6 of this article V and section 18 of this article V. SECTION 23. Notwithstanding any other provision hereof to the contrary, all of the Mortgagees agree to the substitution of an Alternate Credit Facility or an Alternate Letter of Credit for any Letter of Credit, to the execution and delivery of such documentation (the "New Credit Agreement") as may be required by the issuer (the "New Credit Bank") of such Alternate Credit Facility or Alternate Letter of Credit in order to evidence the obligations of the Mortgagor with respect thereto (including, without limitation, promissory notes) and, in connection therewith, to amend this Mortgage, or execute and deliver such other instrument or instruments as may be appropriate, in order to add the New Credit Bank as a Mortgagee secured under this Mortgage, if in connection therewith the Government shall consent in writing thereto or each and every one of the following conditions are satisfied: (a) the senior unsecured short-term debt obligations of the New Credit Bank are rated "A1" or higher by Standard & Poor's Corporation and "P1" by Moody's Investor Services, Inc.; 139 (b) no amendment is made to this Mortgage other than as is necessary to add the New Credit Bank as a Mortgagee and to provide that any note executed by the Mortgagor in favor of the New Credit Bank in connection with the New Credit Agreement constitutes one of the "notes" hereunder; (c) the New Credit Bank shall receive rights identical to those of Credit Bank under this Mortgage with respect to representations, warranties, covenants, events of default, remedies and otherwise; (d) the New Credit Agreement shall not contain covenants (other than those respecting fees and interest payable on unreimbursed drawings), events of default or remedies which are not contained in the Credit Agreement; (e) the New Credit Agreement shall not require that amounts drawn under the Alternate Credit Facility or Alternate Letter of Credit be repaid by the Mortgagor more quickly than would be required under the Credit Agreement if such amounts were drawn under any Letter of Credit; and (f) the Government shall receive such evidence as it shall reasonably require showing that the lien of this Mortgage, as so amended or supplemented, is subject only to Permitted Encumbrances. Nothing in this section 23 shall limit or restrict the ability of any Mortgagee to amend this Mortgage. For purposes of this section 23, Alternate Credit Facility and Alternate Letter of Credit shall have the meanings ascribed to such terms in the Oglethorpe-Burke 1992A Bond Indenture. 140 (This page has been left blank intentionally.) 141 IN WITNESS WHEREOF, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), as Mortgagor, has caused this Consolidated Mortgage and Security Agreement to be signed in its name and its corporate seal to be hereunto affixed and attested by its officers thereunto duly authorized, UNITED STATES OF AMERICA, as Mortgagee, has caused this Consolidated Mortgage and Security Agreement to be duly executed in its behalf, NATIONAL BANK FOR COOPERATIVES, as Mortgagee, and TRUST COMPANY BANK, as Mortgagee, in its capacity as Trustee under, respectively, the Oglethorpe-Appling 1978 Bond Indenture, the Oglethorpe-Appling 1984 Bond Indenture, the Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling 1993 Bond Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the Oglethorpe-Burke 1984 Bond Indenture, the Oglethorpe-Burke 1984B Bond Indenture, the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992 (1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Heard 1978 Bond Indenture, the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982 Bond Indenture and the Oglethorpe-Monroe 1992A Bond Indenture, each has caused this Consolidated Mortgage and Security Agreement to be signed in its name and its corporate seal to be hereunto affixed and attested by its officers thereunto duly authorized, and CREDIT SUISSE, acting by and through its New York Branch, as Mortgagee, has caused this Consolidated Mortgage and Security Agreement to be signed in its name by its officers thereunto duly authorized, all as of the date and year first above written. OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION) By: /S/ T. D. KILGORE ------------------------------------- TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER (Seal) Attest: /S/ PATRICIA N. NASH --------------------------------- TITLE: ASSISTANT SECRETARY Signed, sealed and delivered by the Mortgagor in the presence of: /S/ TERRI TUBERVILLE ---------------------------------------- Witness /S/ THOMAS J. BRENDIAR ---------------------------------------- Notary Public (Notarial Seal) Notary Public, Fulton County, Georgia My Commission Expires Dec. 1, 1996 142 (This page has been left blank intentionally.) 143 UNITED STATES OF AMERICA By: /S/ JAMES B. HUFF, SR. ------------------------------------- TITLE: ADMINISTRATOR OF THE RURAL ELECTRIFICATION ADMINISTRATION Signed and delivered by the United States of America, Mortgagee, in the presence of: /S/ JAMES ELLIOTT ---------------------------------------- Witness /S/ SHELIA M. VALLOT ---------------------------------------- Notary Public (Notarial Seal) Notary Public, District of Columbia My Commission Expires Sept. 14, 1996 144 (This page has been left blank intentionally.) 145 NATIONAL BANK FOR COOPERATIVES By: /S/ GLORIA S. HANCOCK ------------------------------------- TITLE: VICE PRESIDENT (Seal) Attest: /S/ MARK SIMPSON --------------------------------- TITLE: ASSISTANT SECRETARY Signed, sealed and delivered by National Bank for Cooperatives, Mortgagee, in the presence of: /S/ SHEILA EDWARDS ---------------------------------------- Witness /S/ THOMAS J. BRENDIAR ---------------------------------------- Notary Public (Notarial Seal) Notary Public, Fulton County, Georgia My Commission Expires Dec. 1, 1996 146 (This page has been left blank intentionally.) 147 CREDIT SUISSE, ACTING BY AND THROUGH ITS NEW YORK BRANCH By: /S/ SCOTT S. DAVIS ---------------------------------- TITLE: MEMBER OF SENIOR MANAGEMENT By: /S/ RAYMOND A. DIPRINZIO ---------------------------------- TITLE: ASSOCIATE Signed and delivered by Credit Suisse, acting by and through its New York Branch, Mortgagee, in the presence of: /S/ TERRI TUBERVILLE ---------------------------------- Witness /S/ THOMAS J. BRENDIAR ---------------------------------- Notary Public (Notarial Seal) Notary Public, Fulton County, Georgia My Commission Expires Dec. 1, 1996 148 (This page has been left blank intentionally.) 149 TRUST COMPANY BANK, AS TRUSTEE UNDER THE RESPECTIVE POLLUTION CONTROL BOND INDENTURES By: /S/ T. J. DONALDSON ---------------------------------- TITLE: GROUP VICE PRESIDENT (Seal) Attest: /S/ BRYAN ECHOLS ------------------------------ TITLE: ASSISTANT VICE PRESIDENT Signed, sealed and delivered by Trust Company Bank as Trustee under the respective Pollution Control Bond Indentures, Mortgagee, in the presence of: /S/ TERRI TUBERVILLE ------------------------------------- Witness /S/ THOMAS J. BRENDIAR ------------------------------------- Notary Public (Notarial Seal) Notary Public, Fulton County, Georgia My Commission Expires Dec. 1, 1996 150 (This page has been left blank intentionally.) 151 -----END PRIVACY-ENHANCED MESSAGE-----